A cooperating broker agreement is an agreement frequently used in the real estate industry. A cooperating broker is a broker who is not the listing broker. However, the cooperating broker finds a buyer for the listed property. Through a cooperating broker agreement, the cooperating broker earns a share of the commission paid at the close of the sale. The details of the cooperating broker agreement and the commission distribution depend on the circumstances of the transaction. Brokers may split the commission evenly or other arrangements may be made if the listing broker had invested a great amount of time and effort into marketing the property.
Below is a list of common sections included in Cooperating Broker Agreements. These sections are linked to the below sample agreement for you to explore.
FORM OF PARTICIPATING BROKER AGREEMENT
CNL HEALTHCARE PROPERTIES II, INC.
THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 , between CNL SECURITIES CORP. , a Florida corporation (the “Dealer Manager”), and a (the “Broker”).
WHEREAS , CNL Healthcare Properties II, Inc. (the “Company”) is offering to the public (the “Offering”) on a “best efforts” continuous basis an aggregate of up to $2,000,000,000 in shares of any combination of the Class A shares (“Class A Shares”), Class T shares (“Class T Shares”) and Class I shares (“Class I Shares”) of the Company’s common stock, $0.01 par value per share (collectively, the “Shares”), of which up to $1,750,000,000 is intended to be offered in the Company’s primary offering (the “Primary Offering”) and up to $250,000,000 is intended to be offered pursuant to the Company’s distribution reinvestment plan (“Distribution Reinvestment Plan”), upon the terms and conditions set forth in the Prospectus (as defined below); provided, that the Company reserves the right to reallocate Shares offered between the Primary Offering and the Distribution Reinvestment Plan; and
WHEREAS , the Company has prepared and filed with the U.S. Securities and Exchange Commission (the “SEC”) its registration statement on Form S-11 (Registration No. 333-206017) with respect to the Offering pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations of the SEC promulgated thereunder (the “Regulations”); and
WHEREAS , the Company’s registration statement on Form S-11 and the prospectus contained therein, as finally amended or supplemented on the date the registration statement is declared effective by the SEC (including financial statements, exhibits and all other documents related thereto filed as a part thereof) and any registration statement filed under Rule 462 of the Regulations, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus,” except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the SEC, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended or supplemented prospectus then on file with the SEC, and (ii) if the Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to Rule 424(b) or 424(c) from and after the date on which it shall have been filed with the SEC; and
WHEREAS , the Dealer Manager, which has heretofore entered into a dealer manager agreement (the “Dealer Manager Agreement”) with the Company pursuant to which it has been designated the Dealer Manager, on a best-efforts basis, to offer and sell and manage the offer and sale by others of the Shares pursuant to the terms of such agreement, the Registration Statement and the Prospectus, is a corporation incorporated and presently in good standing in the State of Florida, and is presently (a) registered as a broker-dealer with the SEC; (b) a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”); and (c) licensed or registered with the authorities administering the securities laws in all fifty (50) states in the United States, the District of Columbia and the Commonwealth of Puerto Rico as a securities broker-dealer authorized to offer and sell to members of the public securities of the type represented by the Shares; and
WHEREAS , the Broker is an entity organized and presently in good standing in the state(s) and/or foreign or other jurisdictions in which it does business, and is presently (a) registered as a broker-dealer with the SEC; (b) a member in good standing of FINRA; and (c) licensed or registered (or exempt from such licensing or registration) with the appropriate regulatory agency of each jurisdiction in which it will offer and sell the Shares as a securities broker-dealer qualified to offer and sell to members of the public securities of the type represented by the Shares; and
WHEREAS , the offer and sale of the Shares shall be made pursuant to the terms and conditions of this Agreement, the Registration Statement and the Prospectus and, further, pursuant to the terms and conditions of all applicable federal securities laws and applicable securities laws of all jurisdictions in which the Shares are offered and sold; and
WHEREAS , the Dealer Manager desires to retain the Broker to use its best efforts to offer and sell the Shares on behalf of the Company, and the Broker is willing and desires to accept such retention, all upon the terms and conditions set forth in this Agreement and the Prospectus.
NOW , THEREFORE , in consideration of the terms and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed between the Dealer Manager and the Broker as follows:
(a) Subject to and in accordance with the terms and conditions herein set forth in this Agreement, the Dealer Manager hereby retains the Broker to use its best efforts to effect offers and sales of all or any portion of the Shares pursuant to the Offering for the account of the Company (“Share Offers and Sales”). The Broker hereby accepts such retention and covenants, warrants and agrees to conduct Share Offers and Sales according to all of the terms and conditions of this Agreement, the Registration Statement, the Prospectus, all applicable state, federal and other jurisdictional laws, including the 1933 Act, and any and all regulations and rules pertaining thereto, heretofore or hereafter issued by the SEC and FINRA as well as all applicable laws and regulations of foreign jurisdictions. The Broker and its associated persons (as such term is defined under FINRA laws and regulations) shall have no authority to give any information or make any representations in connection with any offer or sale of the Shares other than as contained in the Prospectus, the Subscription Agreement (as defined below), and the Approved Sales Literature (as defined herein), each as amended and supplemented.
(b) The Broker shall use its best efforts, promptly following receipt of written notice from the Dealer Manager of the effectiveness of the Registration Statement, to sell the Shares to persons in accordance with all such terms as are contained in this Agreement and in the Prospectus, as amended and supplemented. The Broker shall use and distribute, in connection with the offer and sale of the Shares, only the then current Prospectus, the Subscription Agreement, and such sales literature and advertising as shall have been approved in writing by the Company and/or the Dealer Manager (the “Approved Sales Literature”). The Dealer Manager reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, and the Broker shall comply with all such additional procedures to the extent that it has received written notice thereof.
(c) In order to purchase Shares, the subscriber must complete and execute a subscription agreement substantially in the form attached as an Appendix to the Registration Statement (a “Subscription Agreement”). Checks for subscriptions shall be made payable in the amount per Share as described in the Prospectus, subject to certain discounts as set forth in the Prospectus. The Broker shall instruct subscribers to make checks for subscriptions payable to the order of “UMB BANK, N.A., as EA for CNL HEALTHCARE PROPERTIES II, INC.” or, after the Company raises $2 million in the Offering (the “Minimum Offering”), to the Company, and shall promptly return any check made payable to any other party directly to the subscriber who submitted such check. The Broker shall instruct subscribers to wire funds directly to UMB Bank, N.A. (the “Escrow Agent”) or, after the Company has reached the Minimum Offering, to the Company as set forth in the Subscription Agreement. Checks received which conform to the foregoing instructions shall be transmitted under one of the transmittal procedures described below. Notwithstanding the foregoing, unless and until the Washington Minimum or the Pennsylvania Minimum (as each are defined in the Managing Dealer Agreement) have each been respectively reached, investors in each those states shall continue to make checks for subscriptions payable to the order of “UMB BANK, N.A., as EA for CNL HEALTHCARE PROPERTIES II, INC.” If the Washington Minimum is satisfied within the time provided for in the Prospectus, investments from Washington investors will be released from escrow and if the Pennsylvania Minimum is satisfied within the time provided for in the Prospectus, investments from Pennsylvania investors will be released from escrow.
(d) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Broker for
deposit to DST Systems, Inc., as the processing agent for the Escrow Agent (the “Processing Agent”) or, after the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as applicable) has been achieved, to the Company or its agent.
(e) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to the Processing Agent for the Escrow Agent or, after the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as applicable) has been achieved, to the Company or its agent.
(f) Subscription Agreements for the Offering will be executed as described in the Prospectus. The Company will accept or reject each subscription within thirty (30) days of receipt of a subscription. If a subscription solicited by the Broker is rejected, the Broker shall ensure that all related subscription funds, without deduction for any expenses, are returned to the relevant subscriber within ten (10) business days following the date such subscription is rejected. A sale of a Share shall be deemed to be completed if and only if: (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full applicable purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Prospectus, as amended and supplemented (the “Investor Standards and Requirements”) as determined by the Broker in accordance with the provisions of this Agreement; (ii) the Company has accepted such subscription; and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus.
(g) The Broker hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever, and no commission, dealer manager fee or distribution and stockholder servicing fee will be paid to the Broker with respect to that portion of any subscription which is rejected.
2. Compensation of Broker .
How ContractsCounsel Works Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 1. Post a Free Project Complete our 4-step process to provide info on what you need done. 2. Get Bids to Review Receive flat-fee bids from lawyers in our marketplace to compare. 3. Start Your Project Securely pay to start working with the lawyer you select.(a) Up-Front Selling Commission . As compensation for completed sales of Shares and for services to be rendered by the Broker hereunder, the Dealer Manager shall reallow to the Broker an upfront commission in an amount of up to the corresponding Class percentage set forth on Schedule I to this Agreement of the gross proceeds on such completed sales of Shares by the Broker, subject to reduction as provided herein or in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time. The Broker shall not receive commissions for sales of Class A or Class T Shares pursuant to the Distribution Reinvestment Plan, or for sales of any Class I Shares in the Primary Offering or pursuant to the Distribution Reinvestment Plan.
(b) Up-Front Dealer Manager Fee . Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Dealer Manager may reallow to the Broker, in its sole discretion, all or a portion of the dealer manager fee received by it in an amount of up to the corresponding percentage set forth on Schedule I of gross proceeds of completed sales of Class A Shares or Class T Shares in the Primary Offering by such Broker as a marketing fee if such Broker has executed the addendum to this Agreement, attached as Schedule I to this Agreement, whereby Broker agrees to use its internal marketing support personnel to assist the Dealer Manager’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in and conditioned on the terms of Schedule I attached hereto. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. The Broker shall not receive reallowance of dealer manager fees for sales of Class A or Class T Shares pursuant to the Distribution Reinvestment Plan, or for sales of any Class I Shares in the Primary Offering or pursuant to the Distribution Reinvestment Plan.
(c) Distribution and Stockholder Servicing Fee . Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Dealer
Manager may agree to reallow to the Broker, as compensation for the sale of Shares in the Offering and for ongoing shareholder services rendered, all or a portion of the annual distribution and stockholder servicing fee received by the Dealer Manager as described in the Dealer Manager Agreement and the Prospectus with respect to the Class T Shares and/or the Class I Shares sold in the Primary Offering by the Broker during the term of this Agreement if the Broker has elected to sell Class T Shares or Class I Shares, as applicable, and has executed the addendum to this Agreement attached as Schedule I to this Agreement, which sets forth the terms and conditions of the Dealer Manager’s reallowance of the distribution and stockholder servicing fee to Broker. The annual distribution and stockholder servicing fee will be based the then-current Primary Offering price (or, in certain cases described in the Prospectus, the amount of the estimated net asset value per Share) per Class T Share and Class I Share. The Broker shall not receive reallowance of distribution and stockholder servicing fees for sales of Class T or Class I Shares pursuant to the Distribution Reinvestment Plan, or for sales of any Class A Shares in the Primary Offering or pursuant to the Distribution Reinvestment Plan.
(d) Commissions and any reallowance of the dealer manager fees or distribution and stockholder servicing fees shall be payable to the Broker by the Dealer Manager after such acceptance of the Subscription Agreement in accordance with the terms of this Agreement; provided however, that commissions, reallowance of dealer manager fees or distribution and stockholder servicing fees shall not be paid by the Dealer Manager: (i) other than from commissions, dealer manager fees or distribution and stockholder servicing fees, as applicable, received from the Company for the sale of its Shares; (ii) until any and all commissions, dealer manager fees and distribution and stockholder servicing fees, as applicable, payable by the Company to the Dealer Manager have been received by the Dealer Manager; (iii) until the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as applicable) has been reached; and (iv) to the extent the commission, dealer manager fee or distribution and stockholder servicing fee payable to any broker dealer exceeds the amount allowed by any regulatory agency. Broker acknowledges that, if the Company pays commissions, dealer manager fees or distribution and stockholder servicing fees to the Dealer Manager, the Company is relieved of any obligation for commissions, dealer manager fees or distribution and stockholder servicing fees, as applicable, to the Broker. The Company may rely on and use the preceding acknowledgment as a defense against any claim by the Broker for commissions, dealer manager fees or distribution and stockholder servicing fees the Company pays to the Dealer Manager but that Dealer Manager fails to remit to the Broker. The Company (and the Dealer Manager) may pay reduced commissions dealer manager fees and/or distribution and stockholder servicing fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.
(e) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Dealer Manager has reallowed any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Broker shall pay the amount specified to the Dealer Manager within ten (10) days following mailing of notice to the Broker by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions, and if the Broker fails to pay such amount, the Dealer Manager shall have the right to offset such amounts owed against future compensation due and otherwise payable to the Broker (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).
(f) After the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as applicable) has been reached, the Broker may withhold the selling commissions and reallowance of dealer manager fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to DST Systems, Inc., which acts as the Company’s transfer agent (the “Transfer Agent”) if it represents to the Dealer Manager that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and dealer manager fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(g) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the following persons and entities may purchase Class A Shares net of the seven percent (7.0%) commissions and the two and three-fourths percent (2.75%) dealer manager fee (assuming no other discounts apply): (i) the Advisor and its or the Company’s officers, directors, employees or affiliates, or the officers, directors and employees of such affiliates, and their immediate family members; (ii) any plan established exclusively for the benefit of the persons or entities listed in (i) above; (iii) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers; and (iv) Participating Brokers and their directors, officers or employees (and the immediate family members of any of the foregoing persons). Further except as may be provided in the “Plan of Distribution section of the Prospectus, which may be amended and supplemented from time to time, the following persons and entities may purchase Class A Shares net of the seven percent (7.0%) commission (assuming no other discounts apply): (i) a client of an investment advisor registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws that is affiliated with or dually registered with a Participating Broker whom the investor has agreed to pay compensation for investment advisory services or other investment advice (other than a broker-dealer who does not have a fixed or “wrap” account or other asset fee arrangement with the investor); (ii) a person whose contract for investment advisory and related brokerage services includes a fixed fee or fee-based program, also known as a “wrap” account or other alternative fee arrangements; (iii) a person investing in a bank trust account with respect to which the decision-making authority for investments has been delegated to the bank trust department, and (iv) a person investing through a family office, or any endowment, foundation or pension fund. For purposes of this paragraph, “immediate family members” shall have the meaning set forth in the Prospectus. The amount of net proceeds to the Company will not be affected by reducing or eliminating commissions and dealer manager fees payable in connection with sales to investors described in this paragraph. In addition, in accordance with the terms of the Prospectus, which may be amended and supplemented from time to time, the commissions and dealer manager fees for purchases of Class A Shares of more than $5.0 million are negotiable, details of which will be set forth in a supplement to the Prospectus.
(h) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, as amended and supplemented, the amount of selling commissions otherwise payable may be reduced with respect to sales to a subscriber or group of subscribers based upon the aggregate of Class A Shares purchased by such subscriber or group through the Broker. The Broker shall assume exclusive responsibility for failures with respect to the calculation, offer or omissions of investor qualifications for reduced commissions or discounts for volume purchases or otherwise, as described in the Prospectus. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. For purposes of determining the applicability of discounts, a single “purchaser” shall have the meaning set forth in the Prospectus. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(i) No commissions, dealer manager fees or distribution and stockholder servicing fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
3. Association with Other Brokers
It is expressly understood between the Dealer Manager and the Broker that the Dealer Manager may cooperate with respect to Share Offers and Sales with other broker dealers who are registered as broker dealers with the SEC, members of FINRA and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct Share Offers and Sales, or with broker dealers exempt from all such registration requirements. Such other participating broker dealers may be retained by the Dealer Manager as brokers on terms and conditions identical or similar to this Agreement and shall receive such rates of compensation as are agreed to between the Dealer Manager and the respective other participating broker dealers and as are in accordance with the terms of the Registration Statement. The Broker understands that, to that extent, such other participating broker dealers shall compete with the Broker in conducting Share Offers and Sales.
4. Conditions of the Broker’s Obligations .
The Broker’s obligations hereunder are subject, during the full term of this Agreement and the Offering, to the conditions that: (a) at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Shares remain unsold, the Registration Statement shall remain in full force and effect authorizing the Offering; (b) no stop order suspending the effectiveness of the Offering or other order restraining the Offering shall have been issued nor proceedings therefore initiated or threatened by any state regulatory agency or the SEC; and (c) the Dealer Manager shall have performed all of its obligations hereunder.
5. Conditions to the Dealer Manager’s Obligations .
The obligations of the Dealer Manager hereunder are subject, during the full term of this Agreement and the Offering, to the conditions that: (a) at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Shares remain unsold, the Registration Statement shall remain in full force and effect authorizing the Offering; (b) no stop order suspending the effectiveness of the Offering or other order restraining the Offering shall have been issued nor proceedings therefore initiated or threatened by any state regulatory agency or the SEC; and (c) the Broker shall have performed all of its obligations hereunder.
6. Representations , Warranties and Covenants of the Dealer Manager.
The Dealer Manager represents, warrants and covenants during the full term of this Agreement that:
(a) The Dealer Manager is duly incorporated, validly existing, and in good standing under the laws of the state of Florida.
(b) The Dealer Manager is a member of FINRA and is a broker dealer registered as such with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and under the securities laws of all fifty states in the United States, the District of Columbia and the Commonwealth of Puerto Rico, and has the authority to engage in the public offer and sale of securities of the type represented by the Shares.
(c) The Dealer Manager has the requisite corporate power and authority to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, or be in conflict with, or constitute a default under, its organizational documents or any agreement or instrument to which the Dealer Manager is a party or by which the Dealer Manager or its properties are bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it.
(d) This Agreement has been duly authorized by the Dealer Manager and when executed and delivered by the Dealer Manager and the other party hereto, will be the Dealer Manager’s legal, valid and binding agreement, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by: (i) bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or similar laws from time to time in effect and affecting the rights of creditors generally; (ii) limitations upon the power of a court to grant specific performance or any other remedy with respect to the enforcement of this Agreement; (iii) judicial discretion; or (iv) the extent that the indemnification provisions of this Agreement are or may be held to be in violation of public policy (under either state or federal law) in the context of the offer, offer for sale, or sale of securities.
(e) The Dealer Manager agrees to have in place and adhere to a commercially reasonable program of customer privacy in compliance with applicable laws and industry best practices designed to assure the confidentiality and security of confidential investor information, as required by Regulation S-P and other applicable laws. The Dealer Manager will promptly notify the Broker of any breaches of security or loss of confidential customer information in respect of investors in the Company.
(f) The Dealer Manager agrees to have in place and adhere to a “business continuity plan” in conformity with the rules of FINRA and to cooperate with the Broker on business continuity plan matters.
(g) The Dealer Manager shall use its best efforts to cause the Company to maintain the effectiveness of the Registration Statement and to file such applications or amendments to the Registration Statement as may be reasonably necessary for that purpose.
(h) The Dealer Manager shall advise the Broker whenever and as soon as it receives or learns of any order issued by the SEC or the regulatory agency of any jurisdiction which suspends the effectiveness of the Registration Statement or prevents the use of the Prospectus or which otherwise prevents or suspends the Offering, or receives notice of any proceedings regarding any such order.
(i) The Dealer Manager shall use its best efforts to prevent the issuance of any order described herein at subparagraph (h) hereof and to obtain the lifting of any such order if issued.
(j) The Dealer Manager shall give the Broker notice when the Registration Statement becomes effective and shall deliver to the Broker such number of copies of the Prospectus, and any supplements and amendments thereto, which are filed with the SEC, as the Broker may reasonably request for Share Offers and Sales. This delivery may be in electronic format.
(k) The Dealer Manager shall promptly notify the Broker of any post-effective amendments or supplements to the Registration Statement or Prospectus, and shall furnish the Broker with copies of any revised Prospectus and/or supplements and amendments to the Prospectus. This delivery may be in electronic format.
7. Representations , Warrants and Covenants of the Broker.