Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder. (b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act. (c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares. (d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement. (e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA. (f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 17 contracts
Samples: Distribution Agreement (Variant Alternative Lending Fund), Distribution Agreement (Variant Impact Fund), Distribution Agreement (Variant Alternative Income Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Manager and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Manager, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as distributor the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Shares Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request.
(h) The Administrator agrees to make available to the Fund a person acceptable to the Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in compliance good faith and in all material respects a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with all respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, includingor (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, without limitation, all rules and regulations made or adopted pursuant would not otherwise be liable to the 1940 ActFund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the Commission and FINRAservice of such employee of the Administrator as the Secretary.
(fi) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Anti-Money Laundering (10“AML”) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.Services
Appears in 11 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Destiny Alternative Fund LLC), Administration, Fund Accounting and Recordkeeping Agreement (Destiny Alternative Fund (Tax Exempt) LLC), Administration, Fund Accounting and Recordkeeping Agreement (Optima Dynamic Alternatives Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Manager and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Manager, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all marketing materials prepared for use services provided by or Administrator’s in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not use or authorize inconsistent with the use rules and regulations of any marketing materialsappropriate government authorities, including in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Administrator shall only destroy records at the direction of the Fund, and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 8 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust II), Administration, Fund Accounting and Recordkeeping Agreement (Infinity Long/Short Equity Fund, LLC), Administration, Fund Accounting and Recordkeeping Agreement (Infinity Long/Short Equity Fund, LLC)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Manager and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Manager, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as distributor the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator xxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Shares Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request.
(h) The Administrator agrees to make available to the Fund a person acceptable to the Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in compliance good faith and in all material respects a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with all respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, includingor (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, without limitation, all rules and regulations made or adopted pursuant would not otherwise be liable to the 1940 ActFund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the Commission and FINRAservice of such employee of the Administrator as the Secretary.
(fi) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Anti-Money Laundering (10“AML”) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.Services
Appears in 6 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Variant Alternative Lending Fund), Administration, Fund Accounting and Recordkeeping Agreement (Variant Alternative Lending Fund), Administration, Fund Accounting and Recordkeeping Agreement (Felicitas Private Markets Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board Fund's Board, Investment Adviser, and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator's duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Investment Adviser, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statementaccordance with this Agreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund's attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator's in-house attorneys exclusively represent Administrator and rely on the Fund's legal counsel to review all marketing materials prepared services provided by Administrator's in-house attorneys and to provide independent judgment on the Fund's behalf. Because no attorney-client relationship exists between Administrator's in-house attorneys and the Fund, any information provided to the Administrator's in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for use by or on behalf of such period, as it may deem advisable but not inconsistent with the Trust for compliance with applicable rules and regulations in advance of appropriate government authorities and federal securities laws, including but not limited to Rules 31a-2 and 31a-3 under the 1940 Act. The Administrator shall only destroy records at the direction of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRAFund, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 6 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Asset Endowment Master Fund), Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Alternatives Master Fund), Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Asset Endowment Fund - I)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Manager and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Manager, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as distributor the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in- house attorneys on a best efforts basis.
(g) Administrator hxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Shares Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request.
(h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in compliance good faith and in all material respects a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with all respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, includingor (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, without limitation, all rules and regulations made or adopted pursuant would not otherwise be liable to the 1940 ActFund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the Commission and FINRAservice of such employee of the Administrator as the Secretary.
(fi) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Anti-Money Laundering (10“AML”) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.Services
Appears in 6 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series A4), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series A3), Administration, Fund Accounting and Recordkeeping Agreement (First Trust Enhanced Private Credit Fund)
Appointment and Services. (a) The Trust Administrator hereby appoints Provider UMBFS as agent for fund accountant of the distribution of Shares Fund and hereby authorizes UMBFS to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control oversight of the Board and utilizing information provided by the Trust Fund, the Administrator and its their current and prior agents and service providers, Provider UMBFS will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, UMBFS shall not be required to provide any Services or information that it believes, in its sole, reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall UMBFS provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) UMBFS may from time to time, in its reasonable discretion and at its own expense, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that UMBFS shall remain responsible to the Administrator for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if UMBFS were itself providing such Services.
(c) UMBFS’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider UMBFS hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and Fund, Administrator or by any other current or prior agent or service provider. To the Registration Statement and Prospectuses then in effect with respect extent UMBFS agrees to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Sharestake such actions, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction those actions taken shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the Administrator, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Fund. The Administrator shall identify to UMBFS the pricing service(s) to be utilized. If requested by the Administrator, the UMBFS shall price the securities and other holdings of the Shares sold pursuant to this Agreement Fund for which market quotations or with respect to redemptions or repurchases prices are available by the use of Sharessuch pricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by UMBFS, the Administrator shall approve, in good faith, the procedures for determining the fair value of the securities. The price Investment Adviser shall determine or obtain the Trust valuation of the securities in accordance with those procedures and shall receive deliver to UMBFS the resulting prices for any Shares purchased by investors shall be the use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value used in determining the Offering Price applicable to the sale of such Sharessecurities and there is significant professional disagreement about which method is best. No evaluation method, as calculated including those used by UMBFS and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Administrator acknowledges that there may be errors or defects in the manner set forth software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. The Fund assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by UMBFS and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Shares UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by UMBFS for the Fund. To the extent required by Rule 31a-3 under the 1940 Act, by UMBFS hereby agrees that all records which it maintains for the Commission Fund hereunder are the property of the Fund and FINRAfurther agrees to surrender promptly to the Fund any of such records upon the Fund’s or Administrator’s request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by UMBFS.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint UMBFS and such other materials its officers, directors and employees as the Trust shall provide Administrator’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request Administrator acknowledges that UMBFS’s in-house attorneys exclusively represent UMBFS and the Administrator’s legal counsel will provide independent judgment on the Administrator’s behalf. Because no attorney-client relationship exists between UMBFS’s in-house attorneys and the Administrator or the Fund, any information provided to the satisfaction of Provider. Provider will file such materials as UMBFS’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust UMBFS represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 4 contracts
Samples: Fund Accounting Agreement (StepStone Private Credit Income Fund), Fund Accounting Agreement (StepStone Private Markets), Fund Accounting Agreement (StepStone Private Infrastructure Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider Agreement. Administrator hereby accepts such appointmentappointment and agrees to furnish the Services. Subject to the direction and control of the Fund’s Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Board, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all marketing materials prepared for use services provided by or Administrator’s in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not use or authorize inconsistent with the use rules and regulations of any marketing materialsappropriate government authorities, including in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Fund shall have access to such records at all times during the Administrator’s normal business hours. The Administrator shall only dispose of records at the direction of the Fund, and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 3 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (CPG Vintage Access Fund II, LLC), Administration, Fund Accounting and Recordkeeping Agreement (CPG Focused Access Fund, LLC), Administration, Fund Accounting and Recordkeeping Agreement (CPG Vintage Access Fund, LLC)
Appointment and Services. (a) The Trust hereby appoints Provider Administrator as agent for administrator and fund accountant of the distribution of Shares Funds and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Administrator shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services.
(c) Administrator’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent Administrator agrees to take such actions, those actions taken shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Funds. The Trust shall identify to Administrator the pricing service(s) to be utilized. The Administrator shall price the securities and other holdings of the Shares sold pursuant to this Agreement Funds for which market quotations or with respect to redemptions or repurchases prices are available by the use of Sharessuch pricing service(s). The price For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Trust shall receive approve, in good faith, the procedures for any Shares purchased by investors determining the fair value of the securities. The Investment Adviser shall be determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value used in determining the Offering Price applicable to the sale of such Sharessecurities and there is significant professional disagreement about which method is best. No evaluation method, as calculated including those used by Administrator and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Trust acknowledges that there may be errors or defects in the manner set forth software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. The Trust assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Shares Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, by Administrator hereby agrees that all records which it maintains for the Commission Trust hereunder are the property of the Trust and FINRAfurther agrees to surrender promptly to the Trust any of such records upon the Trust’s request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Trust’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and the Trust’s legal counsel will provide independent judgment on the Trust’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Trust, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 3 contracts
Samples: Administration and Fund Accounting Agreement (Destra Investment Trust), Administration and Fund Accounting Agreement (EntrepreneurShares Series Trust), Administration and Fund Accounting Agreement (Lyons Funds)
Appointment and Services. (a) The Trust Subject to the terms and conditions of this Agreement, the Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Manager and its current and prior agents and service providersits Authorized Persons, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its reasonable discretion, with the prior consent of the Fund (which may be an oral communication or a written communication provided by certified mail, overnight courier or email) which shall not unreasonably be withheld, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall diligently monitor such other parties’ performance of Provider any delegated duties, shall provide the Fund with such other information as reasonably requested by the Fund about any such appointments, and shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. Notwithstanding the foregoing, Administrator may appoint unaffiliated third parties to provide ministerial services related to the Services provided hereunder without the Fund’s consent.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Manager, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all marketing materials prepared for use services provided by or Administrator’s in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not use or authorize inconsistent with the use rules and regulations of any marketing materialsappropriate government authorities, including in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Administrator shall only destroy records at the direction of the Fund, and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 3 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VII LP), Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VI LP), Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VI Advisory LP)
Appointment and Services. (a) The Trust Fund hereby appoints Provider as the Fund’s principal underwriter to serve as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement Agreement, and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Fund under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the TrustFund, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public, although Provider shall periodically inform the Fund of the nature and substance of such agreements. With respect to broker-dealers who are acting as brokers or dealers within the United States, Provider shall offer and sell shares, as agent for the Fund, only to such brokers or dealers who are members in good standing of FlNRA and who agree to abide by applicable law, including any Code of Conduct adopted by FINRA. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of the Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Fund shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the TrustFund’s Registration Statement, including any reduced sales charges as described in the Fund’s Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FlNRA rules. Any portion of the front-end sales charge that is not so reallocated shall be retained by Provider as a commission for its services hereunder (“Underwriting Concession”). Provider shall not be entitled to receive any back-end sales charge or redemption fee applicable to the Shares. As provided in the Fund’s prospectus, the Provider will be responsible for paying dealer concessions equal to 0.50% of the purchase price for orders of $1 million or more upon (1) notice from First Pacific Advisors, LLC, the Fund’s investment adviser (the “Adviser”) of the need to make such payment; and (2) the pre-payment of the necessary funds for such payments by the Adviser. Any redemption fees or deferred sales charges assessed on redemptions of Shares within ninety (90) days of a purchase shall be remitted to the Fund. Any deferred sales charges assessed on redemptions of Shares within one year of a purchase, for which the Adviser provided a dealer concession payment, shall be paid to the Adviser. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) If any Shares are redeemed or repurchased by the Fund, or by Provider as agent, or are tendered for redemption, within seven (7) business days after the date of confirmation of the original purchase of said Shares, Provider shall forfeit the amount above the net asset value received by Provider with respect to such Shares, provided that the portion, if any, of such amount re-allowed, by Provider to broker/dealers or other persons shall be repayable to the Fund only to the extent recovered by Provider from the broker/dealer or other person concerned. Provider shall include in the forms of agreement with such broker/dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Provider as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial purchases.
(f) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable state and federal laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(fg) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust Fund shall provide or approveapprove in writing. Provider is not authorized by the Fund to give any information or to make any representations other than those contained in the Prospectus and such other materials as the Fund shall provide or approve in writing. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust Fund for compliance with applicable rules and regulations in advance of the use of such materials. The Trust Fund agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust Fund represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust Fund shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust Fund and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust Provider shall address promptly communicate any comments received from FINRA with respect to any marketing materials materials, and the Fund shall address any such comments to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
(h) Provider represents that it is registered under the 1934 Act with the Commission as a broker-dealer, it is a member in good standing of FINRA, it will abide by the rules and regulations of FINRA, and it will notify the Fund if its FINRA membership is terminated or suspended.
Appears in 3 contracts
Samples: Distribution Agreement (Fpa Capital Fund Inc), Distribution Agreement (Fpa Perennial Fund Inc), Distribution Agreement (Fpa Paramount Fund Inc)
Appointment and Services. (a) The Trust hereby appoints Provider Sub-Administrator as agent for administrator and fund accountant of the distribution of Shares Funds and hereby authorizes Sub-Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control oversight of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Sub-Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Sub-Administrator shall not be required to provide any Services or information that it believes, in its sole, reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Sub-Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Sub-Administrator may from time to time, at its own expense and subject to the prior written consent of the Fund, which consent shall not be unreasonably withheld, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Sub-Administrator shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Sub-Administrator were itself providing such Services.
(c) Sub-Administrator’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Sub-Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent Sub-Administrator agrees to take such actions, those actions taken shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Sub-Administrator employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Funds. The Trust shall identify to Sub-Administrator the pricing service(s) to be utilized. If requested by the Trust, the Sub-Administrator shall price the securities and other holdings of the Shares sold pursuant to this Agreement Funds for which market quotations or with respect to redemptions or repurchases prices are available by the use of Sharessuch pricing service(s). The price For those securities where prices are not provided by the pricing service(s) utilized by Sub-Administrator, the Trust shall receive approve, in good faith, the procedures for any Shares purchased by investors determining the fair value of the securities. The Investment Adviser shall be determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Sub-Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value used in determining the Offering Price applicable to the sale of such Sharessecurities and there is significant professional disagreement about which method is best. No evaluation method, as calculated including those used by Sub-Administrator and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Trust acknowledges that there may be errors or defects in the manner set forth software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. The Trust assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by Sub-Administrator and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Shares Sub-Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by Sub-Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, by Sub-Administrator hereby agrees that all records which it maintains for the Commission Trust hereunder are the property of the Trust and FINRAfurther agrees to surrender promptly to the Trust any of such records upon the Trust’s request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Sub-Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Sub-Administrator and such other materials its officers, directors and employees as the Trust shall provide Trust’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request acknowledges that Sub-Administrator’s in-house attorneys exclusively represent Sub-Administrator and the Trust’s legal counsel will provide independent judgment on the Trust’s behalf. Because no attorney-client relationship exists between Sub-Administrator’s in-house attorneys and the Trust, any information provided to the satisfaction of Provider. Provider will file such materials as Sub-Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Sub-Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 2 contracts
Samples: Sub Administration and Fund Accounting Agreement (Pomona Investment Fund), Sub Administration and Fund Accounting Agreement (Pomona Investment Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Fund’s Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Board, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statementaccordance with this Agreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act be effective upon written receipt of notice to and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as distributor the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Shares Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request.
(h) The Administrator agrees to make available to the Fund a person acceptable to the Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in compliance good faith and in all material respects a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with all respect to any claims, losses, liabilities, expenses (including reasonable attorneys fees), damages and costs (“Damages”) arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, includingor (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, without limitation, all rules and regulations made or adopted pursuant would not otherwise be liable to the 1940 ActFund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any Damages incurred by them arising out of or related to the Commission and FINRAservice of such employee of the Administrator as the Secretary.
(fi) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Anti-Money Laundering (10“AML”) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.Services
Appears in 2 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Cliffwater Enhanced Lending Fund), Administration, Fund Accounting and Recordkeeping Agreement (Cliffwater Corporate Lending Fund)
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Funds under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.Shares of any Fund. EXECUTION COPY
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Funds shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Funds’ Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider Provider, in its sole discretion, may request deem necessary to the satisfaction of Providercomply with applicable laws and regulations. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 2 contracts
Samples: Distribution Agreement (Aspiriant Global Equity Trust), Distribution Agreement (Aspiriant Global Equity Trust)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as administrator, fund accountant and transfer agent for of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Investment Adviser and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Investment Adviser, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all marketing materials prepared for use services provided by or Administrator’s in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not use or authorize inconsistent with the use rules and regulations of any marketing materialsappropriate government authorities, including in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Administrator shall only destroy records at the direction of the Fund, and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 2 contracts
Samples: Administration, Fund Accounting and Transfer Agent Agreement (Bluestone Community Development Fund), Administration, Fund Accounting and Transfer Agent Agreement (Pennant 504 Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Transfer Agent as transfer agent for the distribution of all Shares and hereby authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund or Investment Adviser and its current and prior agents and service providers, Provider Transfer Agent will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it reasonably believes, upon advice of counsel, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) In connection with providing the Services for the Fund, the Fund hereby authorizes Transfer Agent, acting as agent for the Fund: (i) to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which Transfer Agent shall deposit the Fund’s funds that Transfer Agent receives for payment of dividends, distributions, purchases of Fund interests, redemptions of Fund interests, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by Transfer Agent on behalf of the Fund; and (ii) move money to either the Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes of providing the Services, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill Transfer Agent’s obligations under this Agreement.
(c) Transfer Agent may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services.
(d) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Transfer Agent hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect Fund or by any other current or prior agent or service provider except to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities extent that Transfer Agent agrees to take such actions, in which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction case those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementServices.
(e) Provider Transfer Agent shall act as distributor not be responsible for the payment of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made any original issue or adopted pursuant other taxes required to the 1940 Act, be paid by the Commission and FINRA.
(f) Provider shall not utilize any materials Fund in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use issuance of any marketing materials, including any such materials Shares in use prior to the execution of accordance with this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Samples: Transfer Agency Agreement (Monroe Capital Income Plus Corp)
Appointment and Services. (a) The Trust hereby appoints Provider as the Funds’ principal underwriter to serve as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement Agreement, and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Funds under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public, although Provider shall periodically inform the Trustees of the nature and substance of such agreements. With respect to broker-dealers who are acting as brokers or dealers within the United States, Provider shall offer and sell shares, as agent for the Trust, only to such brokers or dealers who are members in good standing of FINRA and who agree to abide by applicable law, including any Code of Conduct adopted by FINRA. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of any Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Funds shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Funds’ Registration Statement, including any reduced sales charges as described in the Funds’ Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated shall be retained by Provider as a commission for its services hereunder (“Underwriting Concession”). Provider shall not be entitled to receive any back-end sales charge or redemption fee applicable to the Shares. As provided in the Fund’s prospectus, the Provider will be responsible for paying dealer concessions equal to 0.50% of the purchase price for orders of $1 million or more upon (1) notice from First Pacific Advisors, LLC, the Fund’s investment adviser (the “Adviser”) of the need to make such payment; and (2) the pre-payment of the necessary funds for such payments by the Adviser. Any redemption fees or deferred sales charges assessed on redemptions of Shares within ninety (90) days of a purchase shall be remitted to the Fund. Any deferred sales charges assessed on redemptions of Shares within one year of a purchase, for which the Adviser provided a dealer concession payment, shall be paid to the Adviser. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) If any Shares are redeemed or repurchased by the Funds, or by Provider as agent, or are tendered for redemption, within seven (7) business days after the date of confirmation of the original purchase of said Shares, Provider shall forfeit the amount above the net asset value received by Provider with respect to such Shares, provided that the portion, if any, of such amount re-allowed, by Provider to broker/dealers or other persons shall be repayable to the Funds only to the extent recovered by Provider from the broker/dealer or other person concerned. Provider shall include in the forms of agreement with such broker/dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Funds or by Provider as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial purchases.
(f) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable state and federal laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(fg) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approveapprove in writing. Provider is not authorized by the Trust to give any information or to make any representations other than those contained in the Prospectus and such other materials as the Trust shall provide or approve in writing. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust Provider shall address promptly communicate any comments received from FINRA with respect to any marketing materials materials, and the Trust shall address any such comments to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
(h) Provider represents that it is registered under the 1934 Act with the Commission as a broker-dealer, it is a member in good standing of FINRA, it will abide by the rules and regulations of FINRA, and it will notify the Trust if its FINRA membership is terminated or suspended.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider Administrator as agent for administrator and fund accountant of the distribution of Shares Funds and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Administrator shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services.
(c) Administrator’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent Administrator agrees to take such actions, those actions taken shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Funds. The Trust shall identify to Administrator the pricing service(s) to be utilized. The Administrator shall price the securities and other holdings of the Shares sold pursuant to this Agreement Funds for which market quotations or with respect to redemptions or repurchases prices are available by the use of Sharessuch pricing service(s). The price For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Trust shall receive approve, in good faith, the procedures for any Shares purchased by investors determining the fair value of the securities. The Investment Adviser shall be determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value used in determining the Offering Price applicable to the sale of such Sharessecurities and there is significant professional disagreement about which method is best. No evaluation method, as calculated including those used by Administrator and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Trust acknowledges that there may be errors or defects in the manner set forth software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. The Trust assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Shares Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, by Administrator hxxxxx agrees that all records which it maintains for the Commission Trust hereunder are the property of the Trust and FINRAfurther agrees to surrender promptly to the Trust any of such records upon the Trust’s request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Trust’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and the Trust’s legal counsel will provide independent judgment on the Trust’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Trust, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (BCM Focus Funds)
Appointment and Services. (a) The Trust hereby S4C appoints Provider the Agent as its agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render provide the Services in accordance with the requirements of Schedule 1 and the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor the Agent accepts the appointment and agrees to provide the Services from the Effective Date for the distribution duration of Shares the Term on the terms and conditions set out in this Agreement unless and until this Agreement is terminated by either party in accordance with its terms or otherwise expires. The Agent is authorised by S4C to negotiate and conclude contracts for the instructions purchase of the Board Media on behalf of S4C, following prior written approval by the S4C Representative in each case. Conclusion of a contract between Media Suppliers and the Registration Statement Agent is subject to S4C’s written acceptance and Prospectuses then S4C may refuse purchases without giving reasons. The Agent shall and shall procure that the Staff shall at all times during the Term perform the Services in effect accordance with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of SharesGood Industry Practice, including, but not limited to, advertisingshall comply with all Applicable Laws, the printing Policies and mailing all reasonable instructions and directions of prospectuses S4C from time to other than current Shareholderstime. The Agent shall not enter into any obligation to any person whether express or implied which would or might conflict with the full and proper performance of its obligations to S4C under this Agreement. The Agent shall and shall ensure that all Staff shall at all times during the Term act towards S4C conscientiously, in good faith and in S4C’s best interests and in particular and without limitation shall not do or omit to do anything or enter into any agreements with any person which may conflict with S4C’s best interests, adversely impact on S4C’s goodwill or reputation and/or the Agent’s obligations under this Agreement. The Agent undertakes and agrees not to allow its interests to conflict with the duties that it owes to S4C under this Agreement and the printing and mailing of sales literaturegeneral law. At Nothing in this Agreement shall oblige S4C to commence or to continue using the direction whole or any part of the Trust, Provider may Services or the Product of the Services. In the event that S4C shall in its sole absolute discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect elect not to use them the offering of Shares to the public. Provider Agent shall not be obligated entitled to claim any compensation for the loss of opportunity to provide the Services or for any other reason whatsoever. Except as authorised by S4C in writing, the Agent undertakes and agrees not to act in a way which will incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or liabilities on behalf of S4C nor to pledge the Trust for compliance credit of S4C. The Agent undertakes and agrees to keep S4C fully informed of its activities concerning the Services and to provide S4C with applicable rules and regulations in advance of the use of such materialsreports on request. The Trust Agent undertakes and agrees to incorporate changes to such materials as Provider may request inform S4C promptly of any complaint or enquiry in relation to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or Services received by the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialAgent.
Appears in 1 contract
Samples: Agency Agreement for Media Buying and Paid Social Media Services
Appointment and Services. (a) The Trust Fund hereby appoints Provider Wxxxxxxxxx as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider Wxxxxxxxxx accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider Wxxxxxxxxx will render the Services in accordance with the terms of this Agreement. The duties of Provider Wxxxxxxxxx shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Wxxxxxxxxx hereunder.
(b) Provider Wxxxxxxxxx will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Fund under the 1933 Act, as well as the terms of the UMBDS Co-Distribution Agreement to the extent applicable.
(c) Provider Wxxxxxxxxx may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the TrustFund, Provider and in coordination with UMBDS, Wxxxxxxxxx may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider Wxxxxxxxxx shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of the Fund.
(d) All Shares offered for sale by Provider Wxxxxxxxxx or UMBDS shall be offered for sale at the Offering Price. Provider Wxxxxxxxxx shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Fund shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the TrustFund’s Registration Statement. Wxxxxxxxxx may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated, as well as any deferred sales charge or load, shall be retained by Wxxxxxxxxx as a commission for its services hereunder. Notwithstanding anything herein to the contrary, Wxxxxxxxxx shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) Provider Wxxxxxxxxx shall act as co-distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider Wxxxxxxxxx shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials sales and/or marketing material as the Trust Fund shall provide or approve. Provider agrees to review all All such sales and/or marketing materials prepared material shall be produced and, if required, filed with FINRA in accordance with the Section 2(f) of the UMBDS Co-Distribution Agreement. If Wxxxxxxxxx prepares sales or marketing material for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of under this Agreement, it will provide said materials prior to use to UMBDS, with the understanding that such materials will not be used unless and until such materials have been approved and authorized for use by Provider. All marketing materials related pursuant to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialUMBDS Co-Distribution Agreement.
Appears in 1 contract
Samples: Co Distribution Agreement (Wildermuth Endowment Strategy Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Fund under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the TrustFund, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.Shares the Fund. EXECUTION
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Fund shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the TrustFund’s Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated, as well as any back-end or deferred sales charge or load, shall be retained by Provider as a commission for its services hereunder. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust Fund shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust Fund for compliance with applicable rules and regulations in advance of the use of such materials. The Trust Fund agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust Fund represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust Fund shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust Fund and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust Fund shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust Fund hereby appoints Provider as the Fund’s principal underwriter to serve as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement Agreement, and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Fund under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the TrustFund, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public, although Provider shall periodically inform the Fund of the nature and substance of such agreements. With respect to broker-dealers who are acting as brokers or dealers within the United States, Provider shall offer and sell shares, as agent for the Fund, only to such brokers or dealers who are members in good standing of FINRA and who agree to abide by applicable law, including any Code of Conduct adopted by FINRA. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of the Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Fund shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the TrustFund’s Registration Statement, including any reduced sales charges as described in the Fund’s Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated shall be retained by Provider as a commission for its services hereunder (“Underwriting Concession”). Provider shall not be entitled to receive any back-end sales charge or redemption fee applicable to the Shares. As provided in the Fund’s prospectus, the Provider will be responsible for paying dealer concessions equal to 0.50% of the purchase price for orders of $1 million or more upon (1) notice from First Pacific Advisors, LLC, the Fund’s investment adviser (the “Adviser”) of the need to make such payment; and (2) the pre-payment of the necessary funds for such payments by the Adviser. Any redemption fees or deferred sales charges assessed on redemptions of Shares within ninety (90) days of a purchase shall be remitted to the Fund. Any deferred sales charges assessed on redemptions of Shares within one year of a purchase, for which the Adviser provided a dealer concession payment, shall be paid to the Adviser. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) If any Shares are redeemed or repurchased by the Fund, or by Provider as agent, or are tendered for redemption, within seven (7) business days after the date of confirmation of the original purchase of said Shares, Provider shall forfeit the amount above the net asset value received by Provider with respect to such Shares, provided that the portion, if any, of such amount re-allowed, by Provider to broker/dealers or other persons shall be repayable to the Fund only to the extent recovered by Provider from the broker/dealer or other person concerned. Provider shall include in the forms of agreement with such broker/dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Fund or by Provider as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial purchases.
(f) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable state and federal laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(fg) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust Fund shall provide or approveapprove in writing. Provider is not authorized by the Fund to give any information or to make any representations other than those contained in the Prospectus and such other materials as the Fund shall provide or approve in writing. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust Fund for compliance with applicable rules and regulations in advance of the use of such materials. The Trust Fund agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust Fund represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust Fund shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust Fund and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust Provider shall address promptly communicate any comments received from FINRA with respect to any marketing materials materials, and the Fund shall address any such comments to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
(h) Provider represents that it is registered under the 1934 Act with the Commission as a broker-dealer, it is a member in good standing of FINRA, it will abide by the rules and regulations of FINRA, and it will notify the Fund if its FINRA membership is terminated or suspended.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing Utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and terms set forth in the Registration Statement and Prospectuses Prospectus then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Samples: Distribution Agreement (Alti Private Equity Access & Commitments Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Fund’s Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Board, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider shall act as distributor It is understood that in determining security valuations, Administrator employs one or more pricing services, to determine valuations of portfolio securities for purposes of calculating net asset values of the Shares in compliance in all material respects with all applicable laws, rules Fund. The Administrator shall price the securities and regulations, including, without limitation, all rules and regulations made other holdings of the Fund for which market quotations or adopted pursuant to the 1940 Act, prices are available by the Commission use of such pricing service(s) and FINRAas provided in the Fund’s prospectus or Offering Documents. For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Board shall approve, in good faith, the method for determining the fair value of the securities. The Board shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are provided by Administrator or pricing services(s), the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value of such securities and there is significant professional disagreement about which method is best. No evaluation method, including those used by Administrator and the pricing services(s), may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Fund acknowledges that there may be errors or defects in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications.
(iii) The Fund assumes all responsibility for edit checking, external verification of valuations, and ultimately the appropriateness of using data containing valuations, regardless of any efforts made by Administrator and the pricing service(s) in this regard.
(f) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all marketing materials prepared for use services provided by or Administrator’s in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to its in-house attorneys on a best efforts basis.
(h) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to Fund any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialrecords upon the Board’s request.
(i) Anti-Money Laundering (“AML”) Services
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider Transfer Agent as transfer agent for the distribution and dividend disbursing agent of all Shares and hereby authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Transfer Agent will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) In connection with providing the Services for the Trust, the Trust hereby authorizes Transfer Agent, acting as agent for the Trust: (i) to establish in the name of, and to maintain on behalf of, the Trust, on the usual terms and conditions prevalent in the industry, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which Transfer Agent shall deposit the Trust’s funds Transfer Agent receives for payment of dividends, distributions, purchases of Fund shares, redemptions of Fund shares, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by Transfer Agent on behalf of the Trust; and (ii) move money to either the Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes of providing the Services, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill Transfer Agent’s obligations under this Agreement.
(c) Transfer Agent may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services.
(d) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Transfer Agent hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent that Transfer Agent agrees to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider take such actions, those actions shall be offered for sale at the Offering Price. Provider shall have no liability for the payment deemed part of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementServices.
(e) Provider Transfer Agent shall act as distributor not be responsible for the payment of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made any original issue or adopted pursuant other taxes required to the 1940 Act, be paid by the Commission and FINRA.
(f) Provider shall not utilize any materials Trust in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use issuance of any marketing materials, including any such materials Shares in use prior to the execution of accordance with this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Funds under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of any Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Funds shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Funds’ Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated, as well as any back-end or deferred sales charge or load, shall be retained by Provider as a commission for its services hereunder. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) If any Shares are redeemed or repurchased by the Funds, or by Provider as agent, or are tendered for redemption, within seven (7) business days after the date of confirmation of the original purchase of said Shares, Provider shall forfeit the amount above the net asset value received by Provider with respect to such Shares, provided that the portion, if any, of such amount re-allowed, by Provider to broker/dealers or other persons shall be repayable to the Funds only to the extent recovered by Provider from the broker/dealer or other person concerned. Provider shall include in the forms of agreement with such broker/dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Funds or by Provider as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial purchases.
(f) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(fg) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Funds under the 1933 Act.
(c) Provider may incur expenses for distribution activities which that it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of any Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Funds shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Funds’ Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated, as well as any back-end or deferred sales charge or load, shall be promptly returned to the Fund. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) If any Shares are redeemed or repurchased by the Funds, or by Provider as agent, or are tendered for redemption, within seven (7) business days after the date of confirmation of the original purchase of said Shares, Provider shall forfeit the amount above the net asset value received by Provider with respect to such Shares, provided that the portion, if any, of such amount re-allowed, by Provider to broker/dealers or other persons shall be repayable to the Funds only to the extent recovered by Provider from the broker/dealer or other person concerned. Provider shall include in the forms of agreement with such broker/dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Funds or by Provider as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial purchases.
(f) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(fg) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate reasonable changes to such materials as Provider may request to the satisfaction of the Provider. Provider will file such materials as may be required with FINRA, or the Commission, or, as directed by the Trust or counsel to the Trust, any state securities commissioners. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use, including any marketing materials delivered by the Trust to Provider prior to execution of this Agreement. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider Agreement. Administrator hereby accepts such appointmentappointment and agrees to furnish the Services. Subject to the direction and control of the Fund's Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator's duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Board, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund's attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator's in-house attorneys exclusively represent Administrator and rely on the Fund's legal counsel to review all marketing materials prepared for use services provided by or Administrator's in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund's behalf. Because no attorney-client relationship exists between Administrator's in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator's in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not use or authorize inconsistent with the use rules and regulations of any marketing materialsappropriate government authorities, including in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Fund shall have access to such records at all times during the Administrator's normal business hours. The Administrator shall only destroy records at the direction of the Fund, and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 1 contract
Samples: Administration, Fund Accounting and Recordkeeping Agreement (CPG Carlyle Master Fund, LLC)
Appointment and Services. (a) The Trust Subject to the terms and conditions of this Agreement, the Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Investment Adviser and its current and prior agents and service providersAuthorized Persons, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its reasonable discretion, with the prior consent of the Fund (which may be an oral communication or a written communication provided by certified mail, overnight courier or email) which shall not unreasonably be withheld, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall diligently monitor such other parties’ performance of Provider any delegated duties, shall provide the Fund with such other information as reasonably requested by the Fund about any such appointments, and shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. Administrator may appoint unaffiliated third parties to provide ministerial services related to the Services provided hereunder without the Fund’s consent.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Investment Adviser, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statementaccordance with this Agreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to incorporate changes to such materials as Provider may request provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not use or authorize inconsistent with the use rules and regulations of any marketing materialsappropriate government authorities, including in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Administrator shall only destroy records at the direction of the Fund, and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 1 contract
Appointment and Services. (a) The Trust Fund hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the co-distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Fund under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the TrustFund, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares the Fund.
(d) All Shares offered for sale by Provider or Wxxxxxxxxx Securities, LLC shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Fund shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the TrustFund’s Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated, as well as any back-end or deferred sales charge or load, shall be retained by Provider as a commission for its services hereunder. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) Provider shall act as co-distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust Fund shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust Fund for compliance with applicable rules and regulations in advance of the use of such materials. The Trust Fund agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust Fund represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust Fund shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust Fund and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust Fund shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Samples: Co Distribution Agreement (Wildermuth Endowment Strategy Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider Agreement. Administrator hereby accepts such appointmentappointment and agrees to furnish the Services. Subject to the direction and control of the Fund’s Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Board, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act as distributor be effective upon written receipt of the Shares in compliance in all material respects with all applicable laws, rules notice and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, acceptance by the Commission and FINRAAdministrator.
(f) Provider Nothing in this Agreement shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all marketing materials prepared for use services provided by or Administrator’s in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not use or authorize inconsistent with the use rules and regulations of any marketing materialsappropriate government authorities, including in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Fund shall have access to such records at all times during the Administrator’s normal business hours. The Administrator shall only destroy records at the direction of the Fund, and any such materials in use prior to destruction shall comply with the execution provisions of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Section 248.30(b) of Regulation S-P (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material17 CFR 248.1-248.
Appears in 1 contract
Samples: Administration, Fund Accounting and Recordkeeping Agreement (CPG Carlyle Fund, LLC)
Appointment and Services. (a) The Trust hereby appoints Provider Transfer Agent as transfer agent for the distribution and dividend disbursing agent of all Shares and hereby authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Transfer Agent will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Transfer Agent may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services and provided at least five (5) business days’ advance notice is provided to the Trust in writing or via e-mail.
(c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Transfer Agent hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Transfer Agent shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of the purchase price of the Shares sold pursuant any original issue or other taxes required to this Agreement or with respect to redemptions or repurchases of Shares. The price be paid by the Trust shall receive for in connection with the issuance of any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statementaccordance with this Agreement.
(e) Provider Processing and Procedures
(i) Transfer Agent agrees to accept purchase orders and redemption requests with respect to the Shares of each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with such Fund’s Prospectus; provided, however, that Transfer Agent shall act only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as distributor indicated from time to time by the Trust or pursuant to an Instruction. Transfer Agent shall, as of the Shares time at which the net asset value (“NAV”) of each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in compliance a purchase order or redemption request in all material respects with all applicable laws, rules proper form and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, accepted by the Commission Fund the appropriate number of full and FINRA.
(f) Provider shall not utilize any materials fractional Shares based on the NAV per Share of the respective Fund specified in connection with the sale or offering of Shares except the Prospectus and a communication received on such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by Fund Business Day from or on behalf of the Trust Fund. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for compliance Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree.
(ii) Upon receipt of a redemption request and monies paid to it by the Custodian in connection with a redemption of Shares, Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable rules federal law, make payment in accordance with the Fund’s redemption and regulations payment procedures described in advance the Prospectus.
(iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or redemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the use of person making such materialsexchange, transfer or redemption. The Trust agrees Transfer Agent reserves the right to incorporate changes refuse to exchange, transfer or redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or redeem Shares until it is satisfied that the requested exchange, transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such materials as Provider may request exchange, transfer or redemption. Notwithstanding any provision contained in this Agreement to the satisfaction of Provider. Provider will file such materials as may contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with FINRAthe applicable provisions of this Section 3(e).
(iv) In connection with each purchase and each redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the CommissionProspectus. The Trust represents It is understood that it certificates for Shares have not been and will not use be offered by the Trust or authorize the use of any marketing materials, including any such materials in use prior made available to the execution of this Agreement, unless Shareholders.
(v) Transfer Agent and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider establish procedures for review prior to use effecting purchase, redemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days terms of the date Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, redemption, exchange or transfer of first useShares, as it may deem advisable and consistent with the Prospectus and industry practice. The Trust Transfer Agent shall address any comments received from FINRA not be liable, and shall be held harmless by the Trust, for its actions or omissions which are consistent with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialforegoing procedures.
Appears in 1 contract
Samples: Transfer Agency Agreement
Appointment and Services. (a) The Trust hereby appoints Provider Administrator as agent for administrator and fund accountant of the distribution of Shares Funds and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Administrator shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services.
(c) Administrator's duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent Administrator agrees to take such actions, those actions taken shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Funds. The Trust shall identify to Administrator the pricing service(s) to be utilized. The Administrator shall price the securities and other holdings of the Shares sold pursuant to this Agreement Funds for which market quotations or with respect to redemptions or repurchases prices are available by the use of Sharessuch pricing service(s). The price For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Trust shall receive approve, in good faith, the procedures for any Shares purchased by investors determining the fair value of the securities. The Investment Adviser shall be determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value used in determining the Offering Price applicable to the sale of such Sharessecurities and there is significant professional disagreement about which method is best. No evaluation method, as calculated including those used by Administrator and its suppliers, may consistently generate approximations that correspond to actual "Traded" prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Trust acknowledges that there may be errors or defects in the manner set forth software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. The Trust assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Shares Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by Administrator for the Trust. To the extent required by Rule 3la-3 under the 1940 Act, by Administrator hereby agrees that all records which it maintains for the Commission Trust hereunder are the property of the Trust and FINRAfurther agrees to surrender promptly to the Trust any of such records upon the Trust's request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Trust's attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request acknowledges that Administrator's in-house attorneys exclusively represent Administrator and the Trust's legal counsel will provide independent judgment on the Trust's behalf. Because no attorney-client relationship exists between Administrator's in-house attorneys and the Trust, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator's in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (Vericimetry Funds)
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Funds under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of any Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Funds shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Funds’ Registration Statement. Provider may reallocate any portion of any front-end sales charge that is imposed on such sales to selected broker/dealers as set forth in the Prospectus, subject to applicable FINRA rules. Any portion of the front-end sales charge that is not so reallocated, as well as any back-end or deferred sales charge or load, shall be retained by Provider as a commission for its services hereunder. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) If any Shares are redeemed or repurchased by the Funds, or by Provider as agent, or are tendered for redemption, within seven (7) business days after the date of confirmation of the original purchase of said Xxxxxx, Provider shall forfeit the amount above the net asset value received by Provider with respect to such Shares, provided that the portion, if any, of such amount re-allowed, by Provider to broker/dealers or other persons shall be repayable to the Funds only to the extent recovered by Provider from the broker/dealer or other person concerned. Provider shall include in the forms of agreement with such broker/dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Funds or by Provider as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial purchases.
(f) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(fg) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Samples: Distribution Agreement (Investment Managers Series Trust)
Appointment and Services. (a) The Trust hereby appoints Provider as the Funds' principal underwriter to serve as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Funds under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of any Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Funds shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Funds’ Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Fund’s Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Board, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statementaccordance with this Agreement.
(e) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall act be effective upon written receipt of notice to and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as distributor the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator xxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Shares Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request.
(h) The Administrator agrees to make available to the Fund a person acceptable to the Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in compliance good faith and in all material respects a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with all respect to any claims, losses, liabilities, expenses (including reasonable attorneys fees), damages and costs (“Damages”) arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, includingor (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, without limitation, all rules and regulations made or adopted pursuant would not otherwise be liable to the 1940 ActFund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any Damages incurred by them arising out of or related to the Commission and FINRAservice of such employee of the Administrator as the Secretary.
(fi) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten Anti-Money Laundering (10“AML”) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.Services
Appears in 1 contract
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Cliffwater Enhanced Lending Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Transfer Agent as transfer agent for the distribution and dividend disbursing agent of all Shares and hereby authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider Transfer Agent will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) In connection with providing the Services for the Fund, the Fund hereby authorizes Transfer Agent, acting as agent for the Fund: (i) to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which Transfer Agent shall deposit the Fund’s funds Transfer Agent receives for payment of dividends, distributions, purchases of Fund interests, redemptions of Fund interests, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by Transfer Agent on behalf of the Fund; and (ii) move money to either the Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes of providing the Services, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill Transfer Agent’s obligations under this Agreement.
(c) Transfer Agent may from time to time, in its reasonable discretion, and at its own expense, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services.
(d) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Transfer Agent hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and Fund or by any other current or prior agent or service provider. To the Registration Statement and Prospectuses then in effect with respect extent that Transfer Agent agrees to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Sharestake such actions, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementServices.
(e) Provider Transfer Agent shall act as distributor not be responsible for the payment of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made any original issue or adopted pursuant other taxes required to the 1940 Act, be paid by the Commission and FINRA.
(f) Provider shall not utilize any materials Fund in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use issuance of any marketing materials, including any such materials Shares in use prior to the execution of accordance with this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 ActTrust.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Samples: Distribution Agreement (AOG Institutional Diversified Fund)
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Samples: Distribution Agreement (Pender Real Estate Credit Fund)
Appointment and Services. (a) The Trust hereby appoints Provider Transfer Agent as transfer agent for the distribution and dividend disbursing agent of all Shares and hereby authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and the Trust’s officers, and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Transfer Agent will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Transfer Agent may from time to time, in its discretion and at its own expense, and, in the case of third parties, use its best efforts to provide no less than thirty (30) days’ prior written notice to the Trust before the delegation of any material portion of the Services provided hereunder, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services.
(c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Transfer Agent hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Transfer Agent shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of the purchase price of the Shares sold pursuant any original issue or other taxes required to this Agreement or with respect to redemptions or repurchases of Shares. The price be paid by the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use issuance of any marketing materials, including any such materials Shares in use prior to the execution of accordance with this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Samples: Transfer Agency Agreement (Fiera Capital Series Trust)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator and fund accountant of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services.
(c) Administrator’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and Fund, or by any other current or prior agent or service provider. To the Registration Statement and Prospectuses then in effect with respect extent Administrator agrees to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Sharestake such actions, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction those actions taken shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Fund, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the calculating net asset value used in determining of the Offering Price applicable Fund. The Fund shall identify to Administrator the sale pricing service(s) to be utilized. The Administrator shall price the securities and other holdings of the Fund for which market quotations or prices are available by the use of such Sharespricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by Administrator, as calculated the Fund shall adopt procedures for determining in good faith the manner set forth fair value of the securities. The Investment Adviser shall deliver to Administrator the valuations determined in accordance with such procedures for use in its calculation of net asset value. The Fund assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, Administrator further agrees to preserve for the Shares periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by Administrator for the Fund. To the extent required by Rule 31a-3 under the 1940 Act, by Administrator hereby agrees that all records which it maintains for the Commission Fund hereunder are the property of the Fund and FINRAfurther agrees to surrender promptly to the Fund any of such records upon the Fund’s request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and the Fund’s legal counsel will provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(h) Upon request, Administrator shall provide information or authorize reports to a Fund or the use of any marketing materialsFund’s Chief Compliance Officer, including any such materials in use prior as necessary for the Chief Compliance Officer or Fund to comply with Rule 38a-1 under the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material1940 Act.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (Center Coast MLP & Infrastructure Fund)
Appointment and Services. (a) The Trust hereby appoints Provider Administrator as agent for administrator and fund accountant of the distribution of Shares Funds and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion and at its own expense, and in the case of third parties, use its best efforts to provide no less than thirty (30) days’ prior written notice to the Trust before the delegation of any material portion of the Services provided hereunder, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Administrator shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services.
(c) Administrator’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent Administrator agrees to take such actions, those actions taken shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Funds. The Trust shall identify to Administrator the pricing service(s) to be utilized. The Administrator shall price the securities and other holdings of the Shares sold pursuant to this Agreement Funds for which market quotations or with respect to redemptions or repurchases prices are available by the use of Sharessuch pricing service(s). The price For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Trust shall receive approve, in good faith, the procedures for any Shares purchased by investors determining the fair value of the securities. The Investment Adviser shall be determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value used in determining the Offering Price applicable to the sale of such Sharessecurities and there is significant professional disagreement about which method is best. No evaluation method, as calculated including those used by Administrator and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Trust acknowledges that there may be errors or defects in the manner set forth software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. The Trust assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, Administrator hereby agrees that all records which it maintains for the Trust hereunder are the property of the Shares in compliance in Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. The Trust and its duly authorized officers, employees and agents shall have access to such books and records at all material respects with all applicable lawstimes during the Administrator’s normal business hours. Upon the reasonable request of the Trust, rules copies of any such books and regulationsrecords shall be provided by the Administrator to the Trust or to an Authorized Person, at the Trust’s expenses, including, without limitation, all rules any Fund accounting reports and regulations made or adopted pursuant to other Fund documents in the 1940 Act, by possession of the Commission Administrator for regulatory audits and FINRAexaminations.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Trust’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and the Trust’s legal counsel will provide independent judgment on the Trust’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Trust, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (Fiera Capital Series Trust)
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement Agreement, and Provider accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust Funds under the 1933 Act.
(c) Provider may incur expenses for distribution activities which that it deems reasonable and which that are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than other-than-current Shareholders, Shareholders and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of any Fund.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust Funds shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Funds’ Registration Statement.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, Act by the Commission and all applicable rules and regulations of FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the oversight of the Board and at the direction and control of the Board Fund’s management and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.
(b) Provider will act as distributor agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 the1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public. Other than as set forth in Section 5 below and Schedule A attached hereto, Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesShares of the Trust.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.
(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.
(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate such changes to such materials as Provider may request to the satisfaction of Providerreasonably request. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
(g) (i) Provider may have as a FINRA-registered representative such employees of or consultants to Arca Capital Management, LLC (the “Adviser”) as the parties mutually shall agree (“Dual Representatives”). Provider may terminate the registration with Provider of any such Dual Representative with or without cause at any time, in its sole discretion. Each Dual Representative shall be subject to and shall comply fully with such operating and other policies and procedures as may be established from time to time by Provider and communicated to such Dual Representative (the “Procedures”) and all applicable laws, rules and regulations. Notwithstanding the Dual Representatives’ ability to introduce investment products as further set forth in the Procedures, in no event and under no circumstances shall any Dual Representative provide investment advice, such as the suitability of an investment, or make any recommendations about any investment, such as a recommendation to make an investment in the Trust during the scope of such Dual Representative’s registration by Provider pursuant to this Agreement. The Dual Representative shall only conduct Dual Representative activities with respect to the Trust for which the Adviser acts as the investment adviser.
(ii) Provider may designate the principal office of Adviser as either a branch office or an office of supervisory jurisdiction of Provider.
(iii) Provider shall not offer to any Dual Representative, and Dual Representatives shall not be entitled to, any benefits otherwise available to employees of Provider. Dual Representatives shall not be entitled to any compensation from Provider except as described in Section 2 of this Agreement.
(h) The Adviser shall be responsible for compensation of Dual Representatives except as set forth below. Any compensation paid by the Adviser to a Dual Representative shall comply with the requirements of FINRA Rule 2341, including the following:
(i) Any proposed transaction based compensation agreement related to the Trust between Adviser and a Dual Representative shall be subject to review and approval by Provider prior to implementation. To the extent Adviser intends to allow for the payment of transaction-based compensation in connection with the sale or distribution of the Trust’s shares by a Dual Representative such payments shall be made by Provider after receipt of such payment amounts from the Adviser unless both parties agree, in writing, that payment of such compensation can be made otherwise.
(ii) Adviser shall be prohibited from compensating Dual Representatives in connection with the sale or distribution of the Trust’s securities in the form of securities of any kind.
(iii) Adviser shall be prohibited from directly or indirectly making, or offering, payment of any non-cash compensation to a Dual Representative.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider Transfer Agent as transfer agent for the distribution and dividend disbursing agent of all Shares and hereby authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Transfer Agent will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) In connection with providing the Services for the Trust, the Trust hereby authorizes Transfer Agent, acting as agent for the Trust: (i) to establish in the name of, and to maintain on behalf of, the Trust, on the usual terms and conditions prevalent in the industry, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”), into which Transfer Agent shall deposit the Trust’s funds that Transfer Agent receives for payment of dividends, distributions, purchases of Fund shares, redemptions of Fund shares, commissions, corporate reorganizations (including recapitalizations or liquidations) or any other disbursements made by Transfer Agent on behalf of the Trust; and (ii) to move money to either the Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes of providing the Services, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill Transfer Agent’s obligations under this Agreement.
(c) Transfer Agent may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services.
(d) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Transfer Agent hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and Trust or any Fund or by any other current or prior agent or service provider. To the Registration Statement and Prospectuses then in effect with respect extent that Transfer Agent agrees to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Sharestake such actions, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementServices.
(e) Provider Transfer Agent shall act as distributor not be responsible for the payment of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made any original issue or adopted pursuant other taxes required to the 1940 Act, be paid by the Commission and FINRA.
(f) Provider shall not utilize any materials Trust in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request to the satisfaction of Provider. Provider will file such materials as may be required with FINRA, or the Commission. The Trust represents that it will not use or authorize the use issuance of any marketing materials, including any such materials Shares in use prior to the execution of accordance with this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.
Appears in 1 contract
Appointment and Services. (a) The Trust hereby appoints Provider Administrator as agent for administrator and fund accountant of the distribution of Shares Funds and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out ancillary portions of its responsibilities under this Agreement, provided that Administrator shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services.
(c) Administrator’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares. The Services do not include correcting, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction verifying or addressing any prior actions or inactions of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and any Fund or by any other persons ore entities with respect current or prior agent or service provider. To the extent Administrator agrees to take such actions, those actions taken shall be deemed part of the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Funds. The Trust shall identify to Administrator the pricing service(s) to be utilized. The Administrator shall price the securities and other holdings of the Shares sold pursuant Funds for which market quotations or prices are available by the use of such pricing service(s). Valuations of such securities by the Trust’s approved pricing service may not correspond to this Agreement or with respect to redemptions or repurchases recently traded prices of Sharesthe securities. The price Securities for which prices are not provided by the pricing service(s) utilized by Administrator, the Trust shall receive approve, in good faith, the procedures for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable fair value of the securities. The Investment Adviser shall determine or obtain the valuation of the securities in accordance with those procedures. The Administrator shall not be liable for such security valuations provided pursuant to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statementpreceding sentence.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Shares Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, by Administrator hereby agrees that all records which it maintains for the Commission Trust hereunder are the property of the Trust and FINRAfurther agrees to surrender promptly to the Trust any of such records upon the Trust’s request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Trust’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and the Trust’s legal counsel will provide independent judgment on the Trust’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Trust, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (RMB Investors Trust)
Appointment and Services. (a) The Trust Client hereby appoints Provider Sub-Administrator as agent for administrator and fund accountant of the distribution of Shares Fund and hereby authorizes Sub-Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentherein. Subject to the direction and control oversight of the Board and utilizing information provided by the Trust Client and its current and prior agents and service providers, Provider Sub-Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Sub-Administrator shall not be required to provide any Services or information that it believes, in its sole, reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Sub-Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Sub-Administrator may from time to time, in its reasonable discretion and at its own expense, appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Sub-Administrator shall remain responsible to the Client for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Sub-Administrator were itself providing such Services.
(c) Sub-Administrator’s duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Sub-Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and Fund or by any other current or prior agent or service provider. To the Registration Statement and Prospectuses then in effect with respect extent Sub-Administrator agrees to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Sharestake such actions, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction those actions taken shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered It is understood that in determining security valuations, Sub-Administrator may employ one or more pricing services, as directed by the Client, to determine valuations of portfolio securities for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment purposes of calculating net asset values of the purchase Fund. The Client shall identify to Sub-Administrator the pricing service(s) to be utilized, if any. If requested by the Fund, the Sub-Administrator shall price the securities and other holdings of the Shares sold pursuant to this Agreement Fund for which market quotations or with respect to redemptions or repurchases prices are available by the use of Sharessuch pricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by Sub-Administrator, the Fund shall approve, in good faith, the procedures for determining the fair value of the securities. The price Administrator shall initially determine or obtain the Trust valuation of the securities in accordance with those procedures and shall receive deliver to Sub-Administrator the resulting prices for any Shares purchased by investors shall be the use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value used in determining the Offering Price applicable to the sale of such Sharessecurities and there is significant professional disagreement about which method is best. No evaluation method, as calculated including those used by Sub-Administrator and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Fund acknowledges that there may be errors or defects in the manner set forth software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. The Fund assumes all responsibility for edit checking, external verification of valuations, and ultimately the Trust’s Registration Statementappropriateness of using data containing valuations, regardless of any efforts made by Sub-Administrator and its suppliers in this regard.
(e) Provider shall act as distributor Subject to the terms of Section 8, and where applicable, the Shares Sub-Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to Schedule B which are maintained by Sub-Administrator for the Fund. To the extent required by Rule 31a-3 under the 1940 Act, by Sub-Administrator hereby agrees that all records which it maintains for the Commission Fund hereunder are the property of the Fund and FINRAfurther agrees to surrender promptly to the Fund any of such records upon the Client’s request.
(f) Provider Any resolution passed by the Board that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Sub-Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Sub-Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approve. Provider agrees to review all marketing materials prepared for use by or on behalf require the provision of the Trust for compliance with applicable rules and regulations in advance of the use of such materialslegal advice. The Trust agrees to incorporate changes to such materials as Provider may request Client acknowledges that Sub-Administrator’s in-house attorneys exclusively represent Sub-Administrator and the Fund’s legal counsel will provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Sub-Administrator’s in-house attorneys and the Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Sub-Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Sub-Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon its in-house attorneys on a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialbest efforts basis.
Appears in 1 contract
Samples: Sub Administration and Fund Accounting Agreement (Eagle Point Institutional Income Fund)
Appointment and Services. (a) The Trust Fund hereby appoints Provider Administrator as agent for administrator, fund accountant and recordkeeper of the distribution of Shares Fund and hereby authorizes Administrator to provide Services during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointmentAgreement. Subject to the direction and control of the Board and utilizing information provided by the Trust Fund’s Manager and its current and prior agents and service providers, Provider Administrator will render provide the Services in accordance with the terms of this Agreement. The Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of Provider this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider Administrator hereunder.
(b) Provider will act as distributor for the distribution of Shares in accordance with the instructions . The Services do not include correcting, verifying or addressing any prior actions or inactions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertisingFund, the printing and mailing of prospectuses Manager, or by any other current or prior service provider. To the extent that Administrator agrees to other than current Shareholderstake such actions, and the printing and mailing of sales literature. At the direction those actions shall be deemed part of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore entities with respect to the offering of Shares to the public. Provider shall not be obligated to incur any specific expenses or sell any certain number of SharesServices.
(d) All Shares offered for sale by Provider Administrator shall not be offered for sale at the Offering Price. Provider shall have no liability responsible for the payment of any fees or taxes required to be paid by the purchase price Fund in connection with the issuance of the Shares sold pursuant to any Interests in accordance with this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration StatementAgreement.
(e) Provider shall act as distributor It is understood that in determining security valuations, Administrator employs one or more pricing services, to determine valuations of portfolio securities for purposes of calculating net asset values of the Shares in compliance in all material respects with all applicable laws, rules Fund. The Administrator shall price the securities and regulations, including, without limitation, all rules and regulations made other holdings of the Fund for which market quotations or adopted pursuant to the 1940 Act, prices are available by the Commission use of such pricing service(s) and FINRAas provided in the Fund’s prospectus or Offering Documents. For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Manager shall approve, in good faith, the method for determining the fair value of the securities. The Manager shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are provided by Administrator or pricing services(s), the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value of such securities and there is significant professional disagreement about which method is best. No evaluation method, including those used by Administrator and the pricing services(s), may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Fund acknowledges that there may be errors or defects in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications.
(iii) The Fund assumes all responsibility for edit checking, external verification of valuations, and ultimately the appropriateness of using data containing valuations, regardless of any efforts made by Administrator and the pricing service(s) in this regard.
(f) Provider Any Instruction that affects accounting practices and procedures under this Agreement shall not utilize any materials be effective upon written receipt of notice and acceptance by Administrator.
(g) Nothing in connection with the sale or offering of Shares except the Prospectus this Agreement shall be deemed to appoint Administrator and such other materials its officers, directors and employees as the Trust shall provide Fund’s attorney, form an attorney-client relationship or approverequire the provision of legal advice. Provider agrees The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all marketing materials prepared for use services provided by or Administrator’s in-house attorneys and to provide independent judgment on behalf of the Trust for compliance with applicable rules Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and regulations in advance of the use of such materials. The Trust agrees to incorporate changes to such materials as Provider may request Fund, any information provided to the satisfaction of Provider. Provider will file such materials as Administrator’s in-house attorneys may not be privileged and may be required with FINRAsubject to compulsory disclosure under certain circumstances, or notwithstanding the Commissionprovisions of Section 5. The Trust Administrator represents that it will not use or authorize maintain the use confidentiality of any marketing materials, including any such materials in use prior information disclosed to its in-house attorneys on a best efforts basis.
(h) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to Fund any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing materialrecords upon the Manager’s request.
(i) Anti-Money Laundering (“AML”) Services
Appears in 1 contract
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Persimmon Growth Partners Fund Lp)
Appointment and Services. (a) The Trust hereby appoints Provider UMBDS as agent for the distribution of Shares during the term of this Agreement hereof and on the terms set forth in this Agreement herein, and Provider UMBDS accepts such appointment. Subject to the direction and control of the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Provider UMBDS will render the Services in accordance with the terms of this Agreementhereof. The duties of Provider UMBDS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider UMBDS hereunder.
(b) Provider UMBDS will act as distributor for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the 1933 Act.
(c) Provider UMBDS may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, Shares (including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature). At the direction of the Trust, Provider UMBDS may (in its sole discretion discretion) enter into servicing and/or selling agreements with qualified broker/dealers and other persons ore or entities with respect to the offering of Shares to the public. Provider UMBDS shall not be obligated to incur any specific expenses or sell any certain number of Shares.
(d) All Shares offered for sale by Provider UMBDS shall be offered for sale at the Offering Price. Provider UMBDS shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement hereto or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Trust’s Registration Statement.
(e) Provider UMBDS shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules rules, and regulations, regulations (including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission Commission, and FINRA).
(f) Provider UMBDS shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust provides or approves. UMBDS shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to shall incorporate changes to such materials as Provider UMBDS may request to the satisfaction of ProviderUMBDS. Provider UMBDS will file such materials as may be required with FINRA, FINRA or the Commission. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this AgreementEffective Date, unless and until such materials have been approved and authorized for use by ProviderUMBDS. All marketing materials related to the Trust shall be delivered to Provider UMBDS for review prior to use with sufficient time to permit Provider UMBDS to review the material and to file with FINRA if necessary. The Trust and Provider UMBDS shall mutually agree upon a reasonable turnaround time for such review. Provider UMBDS shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of ProviderUMBDS, including updating or discontinuing use of such marketing material.
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Samples: Distribution Agreement (MA Specialty Credit Income Fund)
