EXHIBIT 1.5
ADVISORS DISCIPLINED TRUSTS
DEALER AGREEMENT
Advisors Asset Management, Inc. ("AAM") serves as the principal underwriter
for Advisors Disciplined Trusts, separate series of unit investment trusts
(each, a "Trust," and, collectively, the "Trusts") registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). AAM and
_________________ ("Dealer") hereby agree that Dealer will participate in the
distribution of units ("Units") of the Trusts, subject to the terms of this
dealer agreement, dated as of _______________, 200__ ("Agreement").
Section 1. Licensing. (a) Dealer represents and warrants that: (i) it
is a broker-dealer registered with the Securities and Exchange Commission
("Commission"); (ii) it is a member in good standing of the Financial Industry
Regulatory Authority Inc. ("FINRA"); (iii) it is licensed by the appropriate
regulatory agency of each state or other jurisdiction in which Dealer will offer
and sell Units of the Trusts; and (iv) each of its partners, directors,
officers, employees, and agents who will participate or otherwise be involved in
the offer or sale of the Units or the performance by Dealer of its 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 Dealer will offer and sell Units of the Trusts.
(b) Dealer agrees that: (i) termination or suspension of its registration
with the Commission; (ii) termination or suspension of its membership with
FINRA; or (iii) termination or suspension of its license to do business by any
state or other jurisdiction shall immediately cause the termination of this
Agreement. Dealer further agrees to notify AAM promptly in writing of any such
action or event.
(c) Dealer agrees that this Agreement is in all respects subject to the
Conduct Rules of FINRA and such Conduct Rules shall control any provision to the
contrary in this Agreement. Without limiting the generality of the foregoing,
Dealer acknowledges that it is solely responsible for all suitability
determinations with respect to offers and sales of Units of the Trusts to
Dealer's customers and that AAM has no responsibility for the manner of Dealer's
performance of, or for Dealer's acts or omissions in connection with, the duties
and activities Dealer performs under this Agreement.
(d) Dealer agrees to be bound by and to comply with all applicable federal
and state laws and all rules and regulations promulgated thereunder generally
affecting the sale or distribution of investment company shares or classes of
such shares, including anti-money laundering laws and regulations and applicable
guidance issued by the Department of the Treasury, the Commission and FINRA.
Section 2. Terms And Conditions Applicable To Distribution Of Trusts.
(a) Orders
(i) Dealer agrees to offer and sell Units of the Trusts only at the
public offering price applicable to such Units and in effect at the time of
each transaction. The procedures relating to all orders and the handling
of each order (including the manner of computing the net asset value of
Units and the effective time of orders received from Dealer) are subject
to: (A) the terms of the then current prospectus (including any
supplements, stickers or amendments thereto) relating to each Trust as
filed with the Commission (collectively, the "Prospectus"); and (B) AAM's
written instructions, if any, as provided to Dealer from time to time. To
the extent that the Prospectus contains provisions that are inconsistent
with this Agreement or any other document, the terms of the Prospectus
shall be controlling.
(ii) AAM reserves the right at any time, and without notice to
Dealer, to suspend the sale of Units or to withdraw or limit the offering
of Units.
(iii) In all offers and sales of the Units to the public, Dealer is
not authorized to act as broker or agent for, or employee of, AAM, any
Trust or any other dealer, and Dealer shall not represent to any third
party that Dealer has such authority or is acting in such capacity.
Rather, Dealer agrees that it is acting as principal for Dealer's own
account or as agent on behalf of Dealer's customers in all transactions in
Units, except as provided in Section 2(b)(viii) hereof.
(iv) All orders are subject to acceptance by AAM in its sole
discretion and become effective only upon confirmation by AAM. AAM
reserves the unqualified right not to accept any specific order for the
purchase or sale of Units.
(v) Dealer acknowledges that from time to time it may use a
proprietary system(s) established and/or maintained by AAM to submit
electronic purchase and/or rollover orders for Units, among other things.
Notwithstanding anything to the contrary in this Agreement and in addition
to the provisions of this Agreement, use of such system (including any
similar upgraded or replacement system) shall be subject to such terms and
conditions as may from time to time be required by AAM. To the extent that
any such terms are inconsistent with this Agreement, such terms shall be
controlling.
(vi) Dealer acknowledges that from time to time it may use the
Investor's Voluntary Redemptions and Sales ("IVORS") automated redemption
and rollover service to tender Units for redemption directly to the trustee
of a Trust, to sell Units back to AAM for repurchase, or to conduct
rollover transactions for certain Trusts. Notwithstanding anything to the
contrary in this Agreement and in addition to the provisions of this
Agreement, use of IVORS shall be subject to such terms and conditions as
may from time to time be required by the trustee of a Trust and/or by the
Depository Trust Company ("IVORS Terms"). To the extent that any IVORS
Terms are inconsistent with this Agreement, such IVORS Terms shall be
controlling.
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(b) Duties of Dealer
(i) Dealer agrees to enter orders for the purchase of Units only for
the purpose of covering purchase orders Dealer has already received from
its customers or for Dealer's own bona fide investment.
(ii) Dealer agrees to date and time stamp all orders for the purchase
or sale of Units received by Dealer, and to promptly forward such orders to
AAM in time for processing at the public offering price next determined
after receipt of such orders by Dealer, in each case as described in the
applicable Prospectus. Dealer represents that it has procedures in place
reasonably designed to ensure that orders received by Dealer are handled in
a manner consistent with Rule 22c-1 under the 1940 Act and any Commission
staff positions or interpretations issued thereunder.
(iii) Dealer agrees not to withhold placing orders for Units with AAM
so as to profit itself as a result of such inaction.
(iv) Dealer agrees to maintain records of all purchases and sales of
Units made through Dealer and to furnish AAM or regulatory authorities with
copies of such records upon request. Dealer agrees to perform all federal,
state and local reporting and recordkeeping requirements with respect to
customer accounts, including, without limitation, redemptions and
exchanges.
(v) Dealer agrees to distribute or cause to be delivered to its
customers Prospectuses, unitholder reports and any other materials in
compliance with applicable legal requirements, except to the extent that
AAM expressly undertakes in writing to do so on Dealer's behalf.
(vi) Dealer agrees that payment for Units ordered from AAM shall be
in Fed Funds, New York clearinghouse or other immediately available funds
and that such funds shall be received by AAM by the earlier of: (A) the end
of the third (3rd) business day following Dealer's receipt of the
customer's order to purchase such Units; or (B) the settlement date
established in accordance with Rule 15c6-1 under the Securities Exchange
Act of 1934, as amended (the "1934 Act"). If such payment is not received
by AAM by such date, Dealer shall forfeit its right to any compensation
with respect to such order, and AAM reserves the right, without notice, to
cancel the sale, or, at its option, to sell the Units ordered back to the
Trust, in which case AAM may hold Dealer responsible for any loss,
including loss of profit, suffered by AAM resulting from Dealer's failure
to make payment. If a purchase is made by check, the purchase is deemed
made upon conversion of the purchase instrument into Fed Funds, New York
clearinghouse or other immediately available funds.
(vii) Dealer agrees that it shall assume responsibility for any loss
to the Trust caused by a correction to any order placed by Dealer that is
made subsequent to the trade date for the order, to the extent such order
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correction was not based on any negligence on AAM's part. Dealer further
agrees that it will immediately pay such loss to the Trust upon
notification.
(vii) Dealer understands and agrees that, in accordance with Section
14 of the 1940 Act, Rule 14a-3 thereunder and certain orders of exemption
which may be granted by the Commission to AAM and the Trusts, Dealer will
refund all sales charges to purchasers of Units of a Trust from you (or any
underwriter or dealer participating in the distribution) and that the
trustee of such Trust will liquidate the securities then held by such Trust
and distribute the proceeds thereof to the unitholders of such Trust if (a)
within ninety days from the time that such Trust's registration statement
has first become effective under the Securities Act of 1933 (the "1933
Act"), the net worth of such Trust declines to less than $100,000 or such
Trust is terminated or (b) redemptions by us or any underwriter of Units of
such Trust constituting a part of the unsold Units of such Trust results in
such Trust having a net worth of less than 40% of the principal amount of
the securities initially deposited in such Trust. Dealer authorizes AAM to
charge its account for all refunds of sales charges pursuant to this
paragraph in respect of Units distributed by Dealer.
(ix) Dealer agrees that, in connection with orders for the purchase
of Units on behalf of any IRAs, 401(k) plans or other retirement plan
accounts, by mail, telephone, or wire, Dealer shall act as agent for the
custodian or trustee of such plans (solely with respect to the time of
receipt of the application and payments), and Dealer shall not place such
an order with AAM until it has received from its customer payment for such
purchase and, if such purchase represents the first contribution to such a
retirement plan account, the completed documents necessary to establish the
retirement plan.
(x) Dealer agrees that it will not make any conditional orders for
the purchase or redemption of Units and acknowledges that AAM will not
accept conditional orders for Units.
(xi) Dealer agrees that all out-of-pocket expenses incurred by it in
connection with its activities under this Agreement will be borne by
Dealer.
(c) Reduced Sales Charges. In accordance with the terms of each applicable
Prospectus, Dealer acknowledges that a reduced sales charge or no sales charge
(collectively, "discounts") may be available to purchasers of Units. Dealer
represents that it has, and will maintain during the term of this Agreement,
adequate written supervisory procedures and internal controls to ensure that
Dealer's customers receive all available discounts, and Dealer agrees: (i) to
inform its customers of applicable discount opportunities and to inquire about
other qualifying holdings that might entitle customers to receive discounts;
(ii) to advise AAM, contemporaneously with each purchase order it forwards to
AAM as agent for its customers, of the availability of any discounts; and (iii)
that in the event that Dealer fails to provide AAM with information concerning
the availability of discounts as provided in (ii) above, Dealer, and not AAM or
the Trusts, shall be responsible for reimbursing its customer any applicable
discount amount.
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(d) Dealer Compensation
(i) In return for providing the services set forth in this Agreement,
Dealer shall be entitled to any concessions and/or sales charges
(collectively, "Concessions") set forth in the Prospectus of the applicable
Trust. In determining the amount payable to Dealer hereunder, AAM reserves
the right to exclude any sales which it reasonably determines are not made
in accordance with the terms of the Prospectus and provisions of this
Agreement.
(ii) Dealer agrees that each Trust may, without prior notice, suspend
or eliminate the payment of any compensation by amendment, sticker or
supplement to the then current Prospectus for such Trust. AAM shall have
no obligation to pay any compensation to Dealer for the sale of Units of a
Trust until AAM receives the related compensation from the Trust, and AAM's
liability to Dealer for such payments is limited solely to the related
compensation that AAM receives from such Trust.
(e) Redemptions, Repurchases and Exchanges of Unit of Trusts
(i) Dealer agrees that it will not make any representations to
unitholders relating to the redemption of their Units other than the
statements contained in the applicable Prospectus and the underlying
organizational documents of the Trust to which it refers, and that Dealer
will pay as redemption proceeds to unitholders the redemption or repurchase
price per Unit (which shall reflect any applicable deferred sales charge or
redemption fee) determined after receipt of the order as discussed in the
Prospectus.
(ii) Dealer agrees not to repurchase any Units from its customers at
a price below that next quoted by a Trust for redemption or repurchase
(which shall reflect any applicable deferred sales charge or redemption
fee) in accordance with the Trust's Prospectus. Dealer shall, however, be
permitted to sell Units for the account of the customer or record owner to
a Trust at the repurchase price then currently in effect for such Units and
may charge the customer or record owner a fair service fee or commission
for handling the transaction, provided Dealer discloses the fee or
commission to the customer or record owner. Nevertheless, Dealer agrees
that it shall not maintain a secondary market in such repurchased Units,
except in such instances where repurchased Units are resold at the
applicable public offering price as described in the Prospectus.
(iii) Dealer agrees that, with respect to a redemption order it has
made, if instructions in proper form, including any outstanding
certificates, are not received by AAM or the trustee of a Trust within the
time customary or required by law, the redemption may be canceled without
any responsibility or liability on AAM's part or on the part of any Trust,
or AAM, at its option, may buy the Units redeemed on behalf of the Trust,
in which latter case AAM may hold Dealer responsible for any loss,
including loss of profit, suffered by AAM resulting from AAM's failure to
settle the redemption.
(iv) Dealer agrees that if any Unit is repurchased by any Trust or is
tendered for redemption within seven (7) business days after confirmation
by AAM of the original purchase order from Dealer, Dealer shall forfeit its
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right to any compensation with respect to such Unit and shall forthwith
refund to AAM the full compensation, if any, paid to Dealer on the original
sale. AAM agrees to notify Dealer of such repurchase or redemption within
a reasonable time after settlement. Termination or cancellation of this
Agreement shall not relieve Dealer from its obligation under this
provision.
(v) Dealer agrees that it will comply with any restrictions and
limitations on exchanges of Units described in each Trust's Prospectus,
including any restrictions or prohibitions relating to frequent purchases
and redemptions (i.e., market timing).
(f) Trust Information
(i) Dealer agrees that neither it nor any of its partners, directors,
officers, employees, and agents is authorized to give any information or
make any representations concerning Units of any Trust except those
contained in the Trust's Prospectus or in materials provided by AAM.
(ii) AAM will supply to Dealer reasonable quantities of Prospectuses,
sales literature, sales bulletins, and additional sales information as
approved by AAM. Dealer is not authorized to modify or translate any such
materials without AAM's prior written consent. Dealer agrees to use only
advertising or sales material relating to the Trusts that: (A) is supplied
by AAM or (B) conforms to the requirements of all applicable laws or
regulations of any government or authorized agency having jurisdiction over
the offering or sale of Units of the Trusts and is approved in writing by
AAM in advance of its use. Such approval may be withdrawn by AAM in whole
or in part upon written notice to Dealer, and Dealer shall, upon receipt of
such notice, immediately discontinue the use of such materials.
Section 3. Registration Of Units
(a) AAM acts solely as agent for the Trusts and AAM shall have no
obligation or responsibility with respect to Dealer's right to purchase or sell
Units in any jurisdiction.
(b) AAM shall periodically furnish Dealer with information identifying the
states or jurisdictions in which it is believed that all necessary notice,
registration or exemptive filings for Units have been made under applicable
securities laws such that offers and sales of Units may be made in such states
or jurisdictions. AAM shall have no obligation to make such notice,
registration or exemptive filings with respect to Units in any state or
jurisdiction.
(c) Dealer agrees not to transact orders for Units in states or
jurisdictions in which it has been informed that Units may not be sold or in
which it and its personnel are not authorized to sell Units.
(d) AAM shall have no responsibility, under the laws regulating the sale of
securities in the United States or any foreign jurisdiction, with respect to the
qualification or status of Dealer or Dealer's personnel selling Trust Units.
AAM shall not, in any event, be liable or responsible
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for the issue, form, validity, enforceability and value of such Units or for any
matter in connection therewith.
(e) Dealer agrees that it will make no offers or sales of Units in any
foreign jurisdiction, except with the express written consent of AAM.
Section 4. Indemnification. (a) Dealer agrees to indemnify, defend and
hold harmless AAM and the Trusts and their directors, trustees, officers,
employees, shareholders, agents, affiliates and each person who controls or is
controlled by AAM, within the meaning of the 1933 Act, from any and all losses,
claims, liabilities, costs, and expenses, including attorney fees (collectively,
"Losses"), that may be assessed against or suffered or incurred by any of them
howsoever they arise, and as they are incurred, which relate in any way to: (i)
Dealer's lack of good faith, gross negligence, or willful misconduct in carrying
out its duties and responsibilities under this Agreement; (ii) the failure of
Dealer to comply with any applicable law, rule or regulation (including, without
limitation, the securities laws and regulations of the United States or any
state or jurisdiction) in connection with the offer or sale by Dealer of Units
of the Trusts pursuant to this Agreement, or the discharge of any of its other
duties and responsibilities under this Agreement; (iii) any alleged tort or
breach of contract related to the offer or sale by Dealer of Units of the Trusts
pursuant to this Agreement (except to the extent that AAM's gross negligence or
failure to follow correct instructions received from Dealer is the cause of such
Loss); (iii) any redemption or exchange pursuant to instructions received from
Dealer or its directors, trustees, officers, partners, employees, agents, or
affiliates; (iv) incorrect investment instructions received by AAM from Dealer;
or (v) the breach by Dealer of any of its representations and warranties
specified herein or Dealer's failure to comply with the terms and conditions of
this Agreement, whether or not such action, failure, error, omission, misconduct
or breach is committed by Dealer or its directors, trustees, officers, partners,
employees, agents, affiliates or any person who controls or is controlled by
Dealer within the meaning of the 1933 Act.
(b) AAM agrees to indemnify, defend and hold harmless Dealer and its
directors, trustees, officers, partners, employees, agents, affiliates and each
person who controls or is controlled by Dealer, within the meaning of the 1933
Act, from any and all Losses that may be assessed against or suffered or
incurred by any of them howsoever they arise, and as they are incurred, which
relate in any way to (i) AAM's lack of good faith, gross negligence, or willful
misconduct in carrying out its duties and responsibilities under this Agreement;
(ii) the failure of AAM to comply with any applicable law, rule or regulation in
connection with the discharge of its duties and responsibilities under this
Agreement; (iii) any untrue statement of a material fact, or any omission to
state a material fact, contained in a Prospectus or in any written sales
literature or other marketing materials provided by AAM to Dealer, or (iv) the
breach by AAM of any of its representations and warranties specified herein or
AAM's failure to comply with the terms and conditions of this Agreement, whether
or not such action, failure, error, omission, misconduct or breach is committed
by AAM or its directors, officers, employees, agents, affiliates or any person
who controls or is controlled by AAM within the meaning of the 1933 Act.
(c) Dealer agrees to notify AAM promptly of any claim or complaint or any
enforcement action or other proceeding with respect to Units offered hereunder
against Dealer or
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its partners, affiliates, officers, directors, employees or agents, or any
person who controls Dealer, within the meaning of the 1933 Act.
Section 5. Termination; Amendment. (a) In addition to the automatic
termination of this Agreement specified in Section 1(b) of this Agreement, each
party to this Agreement may unilaterally cancel its participation in this
Agreement by giving thirty (30) days prior written notice to the other party.
In addition, each party to this Agreement may, in the event of a material breach
of this Agreement by the other party, terminate this Agreement immediately by
giving written notice to the other party, which notice sets forth in reasonable
detail the nature of the breach. Such notice shall be deemed to have been given
and to be effective on the date on which it was either delivered personally to
the other party or any officer or member thereof, or was mailed postpaid or
delivered to a telegraph office for transmission to the other party's designated
person at the addresses shown herein.
(b) This Agreement shall terminate immediately upon the appointment of a
trustee under the Securities Investor Protection Act or any other act of
insolvency by Dealer.
(c) The termination of this Agreement by any of the foregoing means shall
have no effect upon transactions entered into prior to the effective date of
termination and shall not relieve Dealer of its obligations, duties and
indemnities specified in this Agreement. A trade placed by Dealer subsequent to
its voluntary termination of this Agreement will not serve to reinstate the
Agreement. Reinstatement, except in the case of a temporary suspension of
Dealer, will only be effective upon written notification by AAM.
(d) This Agreement shall be binding upon and inure to the benefit of each
party and its respective successors and permitted assigns. No party hereto may
assign either this Agreement or any of its rights or obligations hereunder
without the prior written approval of the party hereto; provided, however, AAM
may, at any time, assign its duties, rights or obligations under this Agreement
(i) to any person controlling, controlled by, or under common control with AAM;
or (ii) in connection with a conversion, merger or transfer of substantially all
of its assets or business, by operation of law or otherwise.
(e) This Agreement may be amended by AAM at any time by written notice to
Dealer. Dealer's placing of an order or accepting payment of any kind after the
effective date and receipt of notice of such amendment shall constitute Dealer's
acceptance of such amendment.
(f) Dealer acknowledges and agrees that if Dealer terminates this
Agreement, AAM may, without liability of any kind,
(i) refuse to establish any account with respect to any affected
customer;
(ii) delay the establishment of any account with respect to any
affected customer;
(iii) close accounts previously established with respect to any
affected customer;
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(iv) refuse to engage in any transactions (except redemption
requests) with respect to any affected customer;
(v) cancel any pending transactions (except redemption requests) with
respect to any affected customer;
(vi) liquidate the account of any affected customer; and
(vii) return to the appropriate person securities or other property
held in such customer's account.
Section 6. Representations And Warranties. (a) AAM represents and
warrants that:
(i) It is a corporation duly organized and existing and in good
standing under the laws of the state of Delaware and is duly registered or
exempt from registration as a broker-dealer in all states and jurisdictions
in which it provides services as a non-exclusive distributor for the
Trusts.
(ii) It is a member in good standing of FINRA.
(iii) It is empowered under applicable laws and by AAM's
organizational documents to enter into this Agreement and perform all
activities and services of AAM provided for herein and that there are no
impediments, prior or existing, regulatory, self-regulatory,
administrative, civil or criminal matters affecting AAM's ability to
perform under this Agreement.
(iv) All requisite actions have been taken to authorize AAM to enter
into and perform this Agreement.
(b) In addition to the representations and warranties found elsewhere in
this Agreement, Dealer represents and warrants that:
(i) It is duly organized and existing and in good standing under the
laws of the state, commonwealth or other jurisdiction in which Dealer is
organized and that Dealer will not offer Units of any Trust for sale in any
state or jurisdiction where such Units may not be legally sold or where
Dealer is not qualified to act as a broker-dealer.
(ii) It is empowered under applicable laws and by Dealer's
organizational documents to enter into this Agreement and perform all
activities and services of Dealer provided for herein and that there are no
impediments, prior or existing, regulatory, self-regulatory,
administrative, civil or criminal matters affecting Dealer's ability to
perform under this Agreement.
(iii) All requisite actions have been taken to authorize Dealer to
enter into and perform this Agreement.
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(iv) It is not, at the time of the execution of this Agreement,
subject to any enforcement or other proceeding with respect to its
activities under state or federal securities laws, rules or regulations
which would adversely affect its ability to perform under this Agreement.
(v) It has, and will maintain during the term of this Agreement,
appropriate broker's blanket bond insurance policies covering any and all
acts of Dealer's directors, trustees, officers, partners, employees, and
agents reasonably necessary in light of its obligations under this
Agreement, with coverage limits in amounts standard in the industry
adequate to reasonably protect and indemnify AAM and the Trusts against any
Loss which any party may suffer or incur, directly or indirectly, as a
result of any action or omission by Dealer or Dealer's directors, officers,
partners, employees, and agents. The mere purchase and existence of
insurance does not reduce or release Dealer from liability incurred and/or
assumed within the scope of this Agreement. Dealer's failure to maintain
insurance shall not relieve it of liability under this Agreement.
(vi) It is a "financial institution" as defined in 31 U.S.C.
5312(a)(2) or (c)(1) and is regulated by a "Federal functional regulator"
as defined in 31 CFR Section103.120(a)(2).
(vii) If any of the representations set forth in Section 6 or Section
7 at any time ceases to be true, Dealer shall promptly notify AAM of this
fact.
Section 7. Anti-Money Laundering Responsibility. (a) Dealer represents
and warrants that it is in compliance and will continue to be in compliance with
all applicable anti-money laundering laws and regulations, including the Bank
Secrecy Act, as amended by the USA PATRIOT Act, and implementing regulations of
the Bank Secrecy Act ("BSA Regulations") and applicable guidance issued by the
Commission and the guidance and rules of the applicable securities exchanges,
self-regulatory organizations and FINRA (collectively, "Guidance").
(b) Dealer represents and warrants that to the extent that any of its
customers who maintain Trust accounts is a current or former Senior Foreign
Political Figure ("SFPF"), an immediate family member of a SFPF, a person who is
widely known (or is actually known by Dealer) to maintain a close personal
relationship with any such individual, or a corporation, business or other
entity that has been formed by or for the benefit of such individual, it has
conducted appropriate due diligence of such customer consistent with Section 312
of the USA PATRIOT Act and any applicable BSA Regulations and Guidance.
(c) Dealer represents and warrants that to the extent its customers who
maintain Trust accounts are foreign banks, it has taken reasonable measures and
has obtained certifications and will obtain recertifications that indicate that
the customers are not foreign shell banks, as defined in the BSA Regulations.
(d) Dealer will take all reasonable and practicable steps to ensure that it
does not accept or maintain investments in any Trust, directly or indirectly,
from:
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(i) A person or entity (A) who is or becomes subject to sanctions
administered by the U.S. Office of Foreign Assets Control ("OFAC"), is
included in any executive order or is on the list of Specially Designated
Nationals and Blocked Persons maintained by OFAC, or (B) whose name appears
on such other lists of prohibited persons and entities as may be mandated
by applicable U.S. law or regulation.
(ii) A foreign shell bank (i.e., a bank with no physical presence in
any country).
(e) Dealer agrees to immediately notify in writing the Anti-Money
Laundering Compliance Officer of AAM if it becomes aware of any suspicious
activity or pattern of activity or any activity that may require further review
to determine whether it is suspicious in connection with the Trusts.
Section 8. Market Timing. Dealer covenants that it shall cooperate with
AAM to identify and discourage market timers. If any market timer buying or
redeeming Units comes to the attention of Dealer, it will immediately notify
AAM. Dealer acknowledges that AAM may refuse a request to purchase Units if AAM
believes such purchase request includes a request by a market timer.
Section 9. Confidentiality. All books, records, information and data
pertaining to the business of the other party ("Confidential Information") that
are exchanged or received in connection with this Agreement shall be kept
confidential and shall not be voluntarily disclosed to any other person, except
(i) if such information is already publicly available; (ii) as may be required
solely for the purpose of carrying out a party's duties and responsibilities
under this Agreement; (iii) as required by order or demand of a court or other
governmental or regulatory body or as otherwise required by law; (iv) as may be
required to be disclosed to a party's attorneys, accountants, regulatory
examiners or insurers for legitimate business purposes; or (v) with the express
prior written permission of the other party.
Section 10. Privacy. Dealer represents that it has adopted and
implemented procedures to safeguard customer information and records that are
reasonably designed to: (a) ensure the security and confidentiality of customer
records and information; (b) protect against any anticipated threats or hazards
to the security or integrity of customer records and information; (c) protect
against unauthorized access to or use of customer records or information that
could result in substantial harm or inconvenience to any customer; (d) protect
against unauthorized disclosure of non-public personal information to
unaffiliated third parties; and (e) otherwise ensure Dealer's compliance with
Commission Regulation S-P adopted pursuant to the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999
and any other federal or state privacy laws which may be enacted in the future.
Section 11. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the state of New York, without
reference to the choice of law principles thereof.
Section 12. Arbitration. If a dispute arises between the parties hereto
with respect to this Agreement which the parties are unable to resolve
themselves, it shall be settled by arbitration in accordance with the then
existing FINRA Code of Arbitration Procedures (the
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"FINRA Code"). The parties agree that to the extent permitted by the FINRA Code
the arbitrator(s) shall be selected from the securities industry.
Section 13. Investigations and Proceedings. The parties to this
Agreement agree to use commercially reasonable efforts to cooperate in any
securities regulatory investigation or proceeding or judicial proceeding with
respect to each party's activities under this Agreement and promptly to notify
the other party of any such investigation or proceeding.
Section 14. Captions. All captions used in this Agreement are for
convenience only and are not to be used in construing or interpreting any
aspect hereof.
Section 15. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law. If, however, any provision of this Agreement is held under
applicable law to be invalid, illegal, or unenforceable in any respect, such
provision shall be ineffective only to the extent of such invalidity, and the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired in any way.
Section 16. Survival. The representations, warranties, covenants and
agreements of the undersigned contained in this Agreement, including, without
limitation, the indemnity agreement contained in Section 4 hereof, shall survive
any termination of this Agreement.
Section 17. Notices. Every notice required by this Agreement will be in
writing and deemed given (i) the next business day if sent by a nationally
recognized overnight courier service that provides evidence of receipt, (ii) the
same business day if sent by 3:00 p.m. (receiving party's time) by facsimile
transmission and confirmed by a telephone call, or (iii) on the third business
day if sent by certified mail, return receipt requested. Unless otherwise
notified in writing, all notices to AAM shall be given or sent to AAM at its
offices, located at:
Advisors Asset Management, Inc.
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With a copy to:
Office of the General Counsel
Advisors Asset Management, Inc.
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Unless otherwise notified in writing, all notices to Dealer shall be given
or sent to Dealer at Dealer's address shown on the signature page to this
Agreement.
Section 18. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter
contained herein and supersedes all previous agreements and/or understandings
of the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by duly authorized officers as of the day and year
first above written.
ADVISORS ASSET MANAGEMENT, INC.
By
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(Signature)
Name
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(Print Name)
Title
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DEALER
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(Print Firm Name)
By
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(Signature)
Name
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(Print Name)
Title
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Address
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Telephone
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Facsimile
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CRD #
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Taxpayer ID
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