Exhibit 99(h)(ii)
SELLING AGREEMENT
by and between
MAN INVESTMENTS INC.
and
---------------------------
This Selling Agreement is made as of the __ day of _________, 200__, by
and between Man Investments Inc. ("Man") and _________________ (the "Selling
Agent").
RECITAL
WHEREAS, several collective investment vehicles organized or to be
organized to trade and invest in securities, commodities and other financial
instruments, as listed on Schedule A and Schedule B attached hereto, as such
schedules may be amended by Man at any time and from time to time (the "Funds")
desire to retain Man as distributor of securities of such Funds;
WHEREAS, Man has been retained by those Funds, which include investment
companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act") (such
investment companies are referred to herein as "Registered Funds" and are listed
on Schedule A; other Funds are referred to herein as "non-Registered Funds" and
are listed on Schedule B), or by the general partners, investment advisers,
and/or sponsors (the "Sponsors") of those Funds;
WHEREAS, each Fund offers, sells and issues beneficial ownership
interests in such Fund ("Interests") for sale either in an offering (a "private
offering") exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof and Regulation D promulgated
thereunder (together, the "1933 Act") or in a public offering that is registered
under the 1933 Act;
WHEREAS, the Selling Agent has agreed to assist, as non-exclusive
selling agent, in the offer and sale of Interests in the Funds on a reasonable
efforts basis without any firm underwriting commitment;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereto hereby agree
as follows:
Section 1. Representations and Warranties of Man.
Man represents and warrants to the Selling Agent as follows:
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(a) All action required to be taken by each Fund as a condition to
the sale of the Interests to qualified subscribers therefor has been, or prior
to each month-end or quarter-end closing, if applicable and as the case may be,
will have been, taken; and, upon payment of the consideration therefor specified
in all accepted subscription agreements or applications for purchases of
Interests (collectively, the "Subscription Agreements"), the Interests will
constitute valid interests in the relevant Fund. The description of the
Interests in the relevant Fund's current offering document, including, as
applicable, any private placement memorandum, prospectus, or other similar
document (as amended or supplemented from time to time, the "Offering
Document"), is accurate and complete in all material respects.
(b) Each Fund is duly organized pursuant to and validly existing
under the laws of the state in which it was formed or organized, with full power
and authority to engage in the trading described in its Offering Document.
(c) Man is duly organized, validly existing and in good standing
under the laws of the State of New York.
(d) Man has full power and authority under applicable law to
perform its obligations under this Agreement.
(e) As of the date of each Offering Document, the Offering
Document complies in all material respects with the applicable provisions of the
Commodity Exchange Act ("CEA"), the 1933 Act, the 1940 Act and the disclosure
regulations issued thereunder and does not contain any material misstatement or
omission.
(f) Man has duly and validly authorized, executed and delivered
this Agreement, and this Agreement shall constitute binding and enforceable
obligations of Man in accordance with its terms.
(g) The execution and delivery of this Agreement, the incurrence
of the obligations set forth in this Agreement and the consummation of the
transactions contemplated herein and in the Offering Document will not
constitute a breach of or default under any instrument by which Man is bound or
any order, rule or regulation applicable to Man of any court or any governmental
body or administrative agency having jurisdiction over Man.
(h) Man has all Federal and state governmental, regulatory and
exchange approvals and licenses, and has effected all filings and registrations
with Federal and state governmental agencies, required to conduct its business
and to act as described in this Agreement or required to perform its obligations
as described under this Agreement (including, without limitation, registration
as a broker-dealer with the Securities and Exchange Commission ("SEC") and
membership in the National Association of Securities Dealers, Inc. ("NASD") and
registration as an introducing broker or commodity trading advisor with the
Commodity Futures Trading Commission ("CFTC") and membership in the National
Futures Association ("NFA") in that capacity).
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(i) Each Fund has all Federal or state governmental, regulatory or
exchange approvals or licenses, if any, and has effected all filings or
registrations with Federal or state governmental agencies, if any, required in
order to conduct its business and to act as contemplated by the relevant
Offering Document and to issue and sell the Interests.
(j) None of the Sponsors of each of the Funds nor any of the
members, directors, officers or beneficial owners of ten percent or more of any
class of equity securities of any Sponsor is subject to any statutory
disqualification relating to the offer or sale of securities.
Section 2. Offering and Sale of Interests and Provision of Ongoing
Services; Representations, Warranties and Covenants of the Selling Agent.
(a) The Selling Agent hereby is appointed as a non-exclusive
selling agent of the Funds listed on Schedule A and Schedule B hereto during the
term herein specified for the purpose of finding acceptable subscribers for
Interests. Subject to the performance by Man of its obligations to be performed
hereunder and to the completeness and accuracy in all material respects of all
the representations and warranties of Man contained herein, the Selling Agent
hereby accepts such agency and agrees on the terms and conditions set forth
herein and in each relevant Offering Document to use reasonable efforts during
the term hereof to find acceptable subscribers for the Interests and to
introduce such subscribers to the Funds. It is understood that the Selling Agent
has no commitment with regard to the sale of the Interests other than to use
reasonable efforts. It is understood that the Selling Agent's agreement to use
reasonable efforts to find acceptable subscribers for the Interests shall not
prevent it from acting as a selling agent or underwriter for the securities of
other issuers which may be offered or sold during the term hereof. The agency of
the Selling Agent hereunder shall continue until the termination of this
Agreement.
(b) Subject to the performance by Man of its obligations to be
performed hereunder and to the completeness and accuracy in all material
respects of all the representations and warranties of Man contained herein, the
Selling Agent hereby accepts and agrees on the terms and conditions set forth
herein and in each relevant Offering Document of the Funds listed on Schedule A
and Schedule B to provide ongoing services ("Ongoing Services") to those
acceptable subscribers for the Interests referenced in subparagraph (a) above
who become investors in the Funds for the duration of their investments in the
Funds. Ongoing Services shall include, without limitation: advising investors of
the respective net asset values of their Interests and the relevant Funds;
advising investors with respect to making additional capital contributions to or
investments in the Funds or redemptions or repurchases of Interests; providing
information to investors regarding general market conditions; providing
investors with prospectuses, statements of additional information (if
requested), annual and interim reports, proxy solicitation materials, tender
offer materials, privacy policies, and any other materials required under
applicable law; handling inquiries from such investors regarding the Fund,
including but not limited to questions concerning their investments in the Fund,
capital account balances, and reports and tax information provided by the Fund;
assisting Man in the enhancement of relations and communications between such
investors and the Fund;
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assisting Man in the establishment and maintenance of such investors' accounts
with the Fund; assisting Man in the maintenance of Fund records containing such
investor information, such as changes of address; providing such other
information and liaison services as Man may reasonably request; and other
matters as agreed upon by Man and Selling Agent from time to time.
(c) As compensation for the Selling Agent's services in finding
and introducing to the Fund acceptable subscribers hereunder, the Selling Agent
shall receive from Man or the Fund, as the case may be, commissions with respect
to Interests sold by the Selling Agent and outstanding ("Eligible Interests") in
the amounts set forth next to each relevant Fund's name on Schedule A and
Schedule B hereto. When applicable, as compensation for the Selling Agent's
provision of Ongoing Services hereunder to holders of Eligible Interests,
Selling Agent shall receive from Man investor servicing fees with respect to
Eligible Interests in the amount set forth next to each relevant Fund's name on
Schedule A and Schedule B hereto, determined as of the last day of each calendar
month and paid quarterly (before repurchases). Such compensation will be paid in
respect of Eligible Interests outstanding at the end of each quarter as soon as
practicable after Man has received its compensation at the end of such quarter.
Man may discontinue paying compensation to the Selling Agent if, at any time,
(i) the Selling Agent is not appropriately registered in all capacities
necessary to receive such compensation or (ii) the Selling Agent breaches any
representation, warranty or covenant contained in this Agreement, as determined
by Man in its sole discretion. Subject to the discontinuance of payments
pursuant to clauses (i) and (ii) in the previous sentence, Selling Agent shall
continue to receive compensation for the provision of Ongoing Services to
holders of Eligible Interests notwithstanding the termination of this agreement.
All subscriptions are subject to acceptance or rejection, in whole or
in part, in the sole discretion of each Fund or its Sponsor, as applicable, and
no compensation shall be due in respect of rejected subscriptions.
Notwithstanding the foregoing, the Selling Agent shall not be entitled
to any compensation in respect of a sale to any investor if Man determines that
another authorized selling agent of the Fund is primarily responsible for or
should otherwise be credited with such sale. In making this determination, Man
will endeavor to act fairly. Any dispute regarding compensation shall be
conclusively resolved by Man.
(d) In connection with the offer and sale of Interests and the
provision of Ongoing Services to investors in the Funds, the Selling Agent
represents to Man that (i) it and all of its personnel involved in the
activities contemplated hereunder have complied and will comply fully with the
instructions of Man and all applicable laws (including, but not limited to, the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), the 1933 Act,
the 1940 Act, the CEA, the Securities Exchange Act of 1934, as amended (the
"1934 Act")) and the rules of the NASD, SEC, CFTC, NFA, the Federal Reserve
Board, state securities administrators and any other regulatory or
self-regulatory body, (ii) it and all of its personnel involved in the
activities contemplated hereunder have all governmental, regulatory and
self-regulatory registrations, approvals, memberships and licenses required to
perform its obligations under this Agreement and to receive
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compensation therefor (including registration as a broker-dealer with the SEC
and with the relevant regulatory authority in each state in which it will
solicit investors and appropriate registration with the CFTC) and it will
maintain all such registrations, approvals, memberships and licenses during the
term of this Agreement and for such time as the Selling Agent shall receive
compensation hereunder, (iii) it is validly existing in the state in which it
was organized and has full power and authority to perform its obligations under
this Agreement, (iv) this Agreement has been duly and validly authorized,
executed and delivered on its behalf and constitutes its binding and enforceable
obligation in accordance with its terms, (v) the execution and delivery of this
Agreement, the incurrence of the obligations herein set forth and the
consummation of the transactions contemplated herein and in each Offering
Document will not constitute a breach of, or default under, its organizational
or charter documents, under any instrument by which it is bound or under any
order, rule or regulation applicable to it or any court or any governmental body
or administrative agency having jurisdiction over it, and (vi) neither the
Selling Agent nor any of its officers, directors or principals is a person who
(1) is subject to an SEC order issued under Section 203(f) of the Advisers Act,
(2) has been convicted within the previous 10 years of any felony or misdemeanor
involving conduct described in Section 203(e)(2)(A)-(D) of the Advisers Act, (3)
has been found by the SEC to have engaged, or has been convicted of engaging in
any of the conduct specified above, (4) is subject to any order, judgment or
decree issued by the SEC pursuant to Section 203(e)(3) of the Advisers Act, or
(5) is disqualified by statute from being involved, directly or indirectly, in
the private placement of securities. The Selling Agent agrees to notify Man
promptly if any change occurs which would make the any of the above
representations inaccurate or incomplete.
The Selling Agent agrees not to solicit investment from or recommend
the purchase of Interests to any prospective subscriber unless the Selling Agent
has reasonable grounds to believe, on the basis of information obtained from the
prospective subscriber concerning, among other things, the prospective
subscriber's investment objectives, other investments, financial situation and
needs, that (i) the prospective subscriber can afford to bear the risk of a
total loss of the subscriber's investment in the Fund, (ii) the prospective
subscriber has sufficient financial knowledge and experience to be capable of
evaluating the risks and merits of an investment in the Fund (either alone or
together with such subscriber's financial adviser(s), other than the Selling
Agent), (iii) the prospective subscriber qualifies as an acceptable subscriber
on the basis set forth in the relevant Offering Document and Subscription
Agreements relating to that Fund, is not on the List of Specially Designated
Nationals and Blocked Persons published by the Office of Foreign Assets Control
of the United States Department of Treasury, as such list may be amended from
time to time, and does not reside or have a business in any jurisdiction
identified by the Office of Foreign Assets Control, and (iv) an investment in
Interests is suitable for the subscriber. The Selling Agent shall certify in
writing that it has made all such determinations in each Subscription Agreement
it submits to a Sponsor in respect of a prospective subscriber; provided,
however, that such determinations shall not be binding on Man or any Sponsor.
(e) The provisions of this subparagraph (e) apply to Interests of
Registered Funds only.
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The Selling Agent agrees that it will offer and sell such Interests
only at the public offering price as in the Registered Fund's Offering Document.
The Selling Agent further specifically agrees that, if an investor qualifies for
a reduced sales charge, the Selling Agent will offer and sell Interests to that
investor at the reduced sales charge.
The Selling Agent agrees that it will purchase Registered Fund
Interests only to cover purchase orders that it has already received from
investors or for its own bona fide investment. The Selling Agent agrees that it
will not withhold placing orders received from investors so as to profit as a
result of such withholding.
The Selling Agent also agrees to repurchase from investors Registered
Fund Interests at their net asset value as determined in accordance with the
Registered Fund's Offering Document.
(f) The Selling Agent agrees that in connection with its
solicitation of prospective subscribers with respect to non-Registered Funds, it
will provide each prospective subscriber with: (i) a current copy of each
relevant Offering Document, including all exhibits, attachments and appendices
thereto and the most recent audited financial statements of the Fund (if any);
(ii) a current copy of the Fund's privacy policy (if any); and (iii) if the
Sponsor is registered as an investment adviser under the Advisers Act, which
shall be set forth on Schedule B hereto, the most recent copy of the Sponsor's
Form ADV, Part II, as required by Rule 204-3 under the Advisers Act, or such
other written disclosure statement that satisfies Rule 204-3, as provided by the
Sponsor to the Selling Agent. With respect to a Registered Fund, the Selling
Agent agrees to deliver to each investor, at or prior to the completion of a
purchase of Fund Interests, a copy of the Fund's current prospectus, the current
privacy policy of the Fund, and, if requested, the Fund's current statement of
additional information. Man agrees to provide the Selling Agent, at each
relevant Fund's expense, such number of the foregoing documents as the Selling
Agent may require to fulfill its obligations to distribute such documents to
prospective subscribers. In addition, the Selling Agent agrees that, with
respect to each non-Registered Fund, it shall maintain a list containing the
names of all prospective subscribers to which it provides an Offering Document
and the "number" assigned to the Offering Document provided to each such
prospective subscriber and shall make such list available to Man at any time
upon request by Man.
(g) Neither the Selling Agent nor Man shall, directly or
indirectly, pay or award any finder's fees, commissions or other compensation to
any person engaged by a potential investor for investment advice as an
inducement to such advisor to advise or recommend the purchase of Interests;
provided, however, the normal sales commissions payable to a registered
broker-dealer or other properly licensed person for selling Interests shall not
be prohibited hereby.
(h) The Selling Agent shall not accept compensation from any
person or entity other than Man in respect of the sale of Interests.
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(i) The Selling Agent may engage a sub-agent to assist it in the
sale of Interests with the prior written consent of Man. The Selling Agent, and
not Man or any Fund or Sponsor, shall be responsible for all actions and
omissions of and all compensation for any sub-agent. The Selling Agent shall be
solely and exclusively responsible for satisfaction of its duties hereunder and
for compliance with all legal and regulatory requirements applicable to its
activities and the supervision of the activities of its agents, servants,
employees, partners and principals, including, without limitation, registration
of all persons required to be registered and sub-agent compliance with the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and applicable Federal anti-money
laundering regulations, including steps to verify the identity of prospective
subscribers ("AML Laws, Regulations and Policies"). For the purposes of this
Agreement, all actions and omissions of a sub-agent with respect to Interests of
a Funds shall be deemed to have been made by the Selling Agent.
(j) The Selling Agent shall not utilize any solicitation material
regarding any Fund except solicitation material approved in writing in advance
or prepared by Man and shall not make any oral or written representations to
investors or prospective investors not contained in such solicitation material,
in each case unless approved in writing in advance by Man. The Selling Agent
shall not employ any general means of solicitation (e.g., no cold calls, large
group meetings, seminars or advertisements); notwithstanding the foregoing, such
activities are permitted with respect to Registered Funds, and may be permitted
with respect to other public offerings registered under the 1933 Act provided
that any such activities are approved in writing in advance by Man. In
performing its services hereunder, the Selling Agent shall have no authority to
bind Man, any Sponsor or any Fund in any way, unless consented to in writing in
advance by the person to be so bound.
(k) The Selling Agent shall maintain the confidentiality of all
information regarding any investor disclosed to the Selling Agent by Man, a Fund
or a Sponsor and shall not use or disclose any such information other than to
carry out the purposes for which the information is disclosed, including,
without limitation, for the Selling Agent to provide Ongoing Services to such
investors and for the Selling Agent to carry out its obligations hereunder in
the ordinary course of its business.
(l) Notwithstanding anything to the contrary in this Selling
Agreement, the Selling Agent: (i) maintains anti-money laundering policies that
comply with AML Laws, Regulations and Policies; (ii) complies with such AML
Laws, Regulations and Policies; (iii) will promptly deliver to Man's Money
Laundering Reporting Officer notice of any such AML Laws, Regulations and
Policies violation, suspicious activity, suspicious activity investigation or
filed Suspicious Activity Report that relates to any prospective subscriber for,
or purchaser of, Fund Interests; and (iv) will cooperate with Man and deliver
information reasonably requested by Man concerning subscribers that purchased
Interests sold by Selling Agent necessary for Man or its affiliates to comply
with such AML Laws, Regulations and Policies.
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(m) The Selling Agent agrees that, with respect to any accounts
opened or maintained pursuant to Fund/SERV, the Networking system, Defined
Contribution and Clearing Service ("DCCS") or a similar system of the National
Securities Clearing Corporation ("NSCC"), the Selling Agent will comply with all
applicable NSCC rules and procedures and any agreement or other arrangement with
Man relating to FundSERV, Networking, or DCCS.
Section 3. Covenants of Man.
(a) Man will notify the Selling Agent of any material criminal,
civil or administrative proceedings against or involving Man or any Fund or of
the issuance by any Federal or state regulatory body of any order suspending the
effectiveness of the registration or NASD or NFA membership of Man.
(b) Man will furnish to the Selling Agent a copy of each amendment
or supplement to any Offering Document or of any other document, including any
annual or interim report, proxy solicitation materials, tender offer materials,
privacy policy, or other document, as from time to time is required by, or is
necessary, in the relevant Sponsor's opinion, to comply with, the 1933 Act, the
1934 Act, the 1940 Act, the CEA, or other applicable law.
Section 4. Indemnification.
Man shall indemnify, hold harmless and defend the Selling Agent and its
employees, principals, stockholders, directors, officers, and agents and their
respective successors and assigns, from and against any loss, liability, claim,
demand, damage, cost, and expense, joint or several (including reasonable
attorneys' and accountants' fees and expenses and including any investigatory,
legal and other expenses incurred in connection with, and any amounts paid in,
any settlement provided that in the case of a settlement Man shall have approved
such settlement), resulting from a demand, claim, lawsuit, action or proceeding
arising out of this Agreement or the offer and sale of Interests, including any
untrue statement or alleged untrue statement of a material fact contained in an
Offering Document, or the omission or alleged omission therefrom of a material
fact necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading; provided that Man shall not indemnify
and hold harmless the Selling Agent, or its employees, principals, stockholders,
directors, officers, or agents for any such loss, claim, damage, liability, cost
or expense relating to, based upon, or arising out of an act or omission by the
Selling Agent, its employees, principals, stockholders, directors, officers, or
agents constituting negligence, misconduct, a violation of law or a material
breach of a representation or covenant contained in this Agreement.
The Selling Agent shall indemnify, hold harmless, and defend Man and
each Fund and its Sponsor and their respective affiliates, employees,
principals, members, stockholders, managers, directors, officers, and agents,
and their respective successors and assigns, from and against any loss,
liability, claim, demand, damage, cost, and expense, joint or several (including
reasonable attorneys' and accountants' fees and expenses and including any
investigatory, legal and other expenses incurred in connection with, and any
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amounts paid in, any settlement provided in the case of a settlement the Selling
Agent shall have approved such settlement), resulting from a demand, claim,
lawsuit, action or proceeding arising out of an act or omission by the Selling
Agent, its employees, principals, stockholders, managers, directors, officers or
agents constituting negligence, misconduct, a violation of law or a material
breach of a representation or covenant contained in this Agreement.
In no case shall an indemnifying party be liable under this Agreement
with respect to any claim made against any indemnified party unless such
indemnifying party shall be notified in writing of the nature of the claim
within a reasonable time after the assertion thereof, but failure so to notify
such indemnifying party shall not relieve such indemnifying party from any
liability which it may have otherwise than on account of this Agreement. Such
indemnifying party shall be entitled to participate at its own expense in the
defense or, if it so elects within a reasonable time after receipt of such
notice, to assume the defense of any suit so brought, which defense shall be
conducted by counsel chosen by it and satisfactory to the indemnified party or
parties, defendant or defendants therein. In the event that such indemnifying
party elects to assume the defense of any such suit and retain such counsel, the
indemnifying party or parties, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel thereafter retained by it or
them.
The foregoing agreements of indemnity shall be in addition to, and
shall in no respect limit or restrict, any other remedies which may be available
to an indemnified party. The foregoing indemnity provisions shall not increase
the liability of any investor to a Fund beyond the amount of such investor's
capital and profits (exclusive of distributions or other returns of capital,
including redemptions).
Section 5. Payment of Expenses and Fees.
Man and the Selling Agent shall bear their own expenses relating hereto
(except as provided in Section 4).
Section 6. Conditions of Closing.
The obligations of each of the parties hereunder at each closing date
for the sale of Interests are subject to the accuracy of the representations and
warranties of the other parties hereto (which shall be deemed to be repeated at
each closing date), to the performance by such other parties of their respective
obligations hereunder and to the delivery of such certificates and other
documents as any party shall reasonably request.
Section 7. Status of Parties.
In selling Interests in each Fund, the Selling Agent is acting solely
as independent agent for Man and the Fund and not as principal.
Section 8. Representations, Warranties and Agreements to Survive
Closing.
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All representations, warranties, indemnities, and agreements contained
in this Agreement or contained in certificates of any party hereto submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation made by, or on behalf of, the Selling Agent or Man, or any
person who controls any of the foregoing, and shall survive each closing date in
the form restated and reaffirmed as of such closing date.
Section 9. Term and Termination.
This Agreement may be terminated with respect to a Fund by Man or the
Selling Agent at any time by such party giving ten-days' notice to the other
party hereto to such effect. The indemnity provisions of this Agreement shall
survive the termination of this Agreement with respect to any matter covered by
such indemnification. Selling Agent agrees to notify Man promptly and
immediately suspend sales of Fund Interests if (i) an application for a
protective decree under the provisions of the Securities Investor Protection Act
of 1970 is filed against Selling Agent; (ii) Selling Agent files a petition in
bankruptcy or a petition seeking similar relief under any bankruptcy,
insolvency, or similar law, or a proceeding is commenced against Selling Agent
seeking such relief; or (iii) Selling Agent ceases to be a member in good
standing of the NASD. Subject to the provisions of Section 2(b) hereof, the
termination of this Agreement shall not affect any obligations of Man to
compensate Selling Agent hereunder with respect to Interests sold prior to such
termination. The termination of this Agreement with respect to one Fund will not
cause its termination with respect to any other Fund.
Section 10. Entire Agreement.
This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters referred to herein, and no other agreement,
verbal or otherwise, shall be binding as between the parties unless it shall be
in writing and signed by the party against whom enforcement is sought.
Section 11. Headings.
Headings to sections and subsections in this Agreement are for the
convenience of the parties only and are not intended to be a part of or to
affect the meaning of interpretation hereof.
Section 12. Amendment; Waiver.
This Agreement shall not be amended except by a writing signed by the
parties hereto. No waiver of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or from any failure by any
party hereto to assert its rights hereunder on any occasion or series of
occasions.
Section 13. Notices.
Any notice required or desired to be delivered under this Agreement
shall be in writing and shall be delivered by courier service, postage prepaid
mail, telecopy, telex,
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telegram or other similar means and shall be effective upon actual receipt by
the party to which such notice shall be directed, addressed as set forth below
(or to such other address as the party entitled to notice shall hereafter
designate in accordance with the terms hereof):
if to Man:
MAN INVESTMENTS INC.
000 X. Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Legal Department
Fax: (000) 000-0000
if to the Selling Agent:
----------------------------
----------------------------
----------------------------
Attention:
------------------
Fax:
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Section 14. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois, without regard to principles of conflicts of
law.
Section 15. Consent to Jurisdiction.
The parties hereto agree that any action or proceeding arising
directly, indirectly, or otherwise in connection with, out of, related to, or
from this Agreement, any breach hereof, or any transaction covered hereby, shall
be resolved, whether by arbitration or otherwise, within the City of Chicago and
State of Illinois. Accordingly, the parties consent and submit to the
jurisdiction of the federal and state courts and any applicable arbitral body
located within the City of Chicago and State of Illinois. The parties further
agree that any such action or proceeding brought by either party to enforce any
right, assert any claim, or obtain any relief whatsoever in connection with this
Agreement shall be brought by such party exclusively in the federal or state
courts, or if appropriate before any applicable arbitral body, located within
the City of Chicago and State of Illinois.
Section 16. Counterparts.
This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
Section 17. Parties.
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This Agreement shall inure to the benefit of and be binding upon the
Selling Agent, Man and each Fund and Sponsor and such parties' respective
successors to the extent provided herein. This Agreement and the conditions and
provisions hereof are intended to be and are for the sole and exclusive benefit
of the parties hereto and their respective successors, assigns and controlling
persons and parties indemnified hereunder, and for the benefit of no other
person, firm or entity. Notwithstanding the foregoing, this Agreement may not be
assigned or delegated by a party without the prior written consent of the other
party. No purchaser of an Interest shall be considered to be a successor or
assign solely on the basis of such purchase.
Section 18. Defined Terms.
Capitalized terms used herein, unless otherwise indicated, shall have
the meanings attributed to them in the relevant Offering Document.
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IN WITNESS WHEREOF, this Agreement has been executed for and on behalf
of the undersigned as of the day and year first written above.
MAN INVESTMENTS INC.
By:
-----------------------------------
Name:
Title:
SELLING AGENT:
------------------------------------
By:
-----------------------------------
Name:
Title:
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SCHEDULE A: REGISTERED FUNDS
(as amended through ___________, 200__)
Ongoing
Fund Name Sponsor Name Commissions Services Fee
--------- ------------ ----------- ------------
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SCHEDULE B: NON-REGISTERED FUNDS
(as amended through ___________, 200__)
Ongoing
Fund Name Sponsor Name Commissions Services Fee
--------- ------------ ----------- ------------
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