Common use of COMPENSATION; EXPENSES Clause in Contracts

COMPENSATION; EXPENSES. (a) In consideration of Forum's services in connection with the distribution of Shares of each Fund and Class thereof, Forum shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and disclosed to the Board.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forum) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum shall pay all expenses relating to Forum's broker-dealer qualification.

Appears in 2 contracts

Samples: Distribution Agreement (Icm Series Trust), Distribution Agreement (Icm Series Trust)

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COMPENSATION; EXPENSES. (a) In consideration of Forumthe Distributor's services in connection with the distribution of Shares of each Fund and Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; and (iii) from the Trust, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum by the Trust under this AgreementPlans. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and disclosed to the Board.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum the Distributor pursuant to Section 6(c6(b) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c6(b) hereof. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 2 contracts

Samples: Distribution Agreement (Monarch Funds), Distribution Agreement (Monarch Funds)

COMPENSATION; EXPENSES. (a) In consideration of Forumthe Distributor's services in connection with the distribution of Shares of each the Fund and each Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the TrustFund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the TrustFund, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the TrustFund, the [shareholder service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust Fund grants and transfers to Forum the Distributor a general unperfected lien and security interest in any and all securities and other assets of a the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum the Distributor by the Trust Fund under this Agreement. (b) The Trust Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Sharesmonth end. (c) Except as specified in Sections 8 and 10(a)) of this Agreement, Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum The Distributor may receive compensation from Ironwood Capital Managementthe Fund's investment advisors, LLC. other service providers or their respective affiliates (collectively, the "AdviserAdvisor") for its services hereunder or for additional services all as may be agreed to between the Adviser Advisor and Forum and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Trust Fund shall be responsible and assumes the obligation for payment of all the expenses of the Fundsits expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust Fund shall bear the cost and expenses: expenses (i) of the registration of the its Shares for sale under the Securities Act; (ii) of the registration or qualification of the its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the TrustFund, the Funds or its Series or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum pursuant to Section 6(c) hereofFund; and (iv) payable to each State for continuing registration or qualification therein until the Trust Fund decides to discontinue registration or qualification pursuant to Section 6(c) hereofqualification. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 2 contracts

Samples: Distribution Agreement (Flag Investors Equity Partners Fund Inc), Distribution Agreement (Deutsche Banc Alex Brown Cash Reserve Fund Inc)

COMPENSATION; EXPENSES. (a) In consideration of Forum's the Distributor’s services in connection with the distribution of Shares of and each Fund and Class thereof, Forum the Distributor shall be entitled to receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the TrustFunds, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; and (iii) from the TrustFunds, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan plan under Rule 12b-1 under the 1940 Act (a “Plan”) is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [each Fund’s prospectus and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum by the Trust under this Agreement. (b) The Trust Each Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Sharesmonth end. (c) Except as specified in Sections 8 and 10(a)) of this Agreement, Forum the Distributor shall be entitled to receive no compensation or reimbursement of expenses from the Funds for the services provided by Forum the Distributor pursuant to this Agreement. [Forum The Distributor may receive compensation from Ironwood Capital Managementthe Funds’ investment advisors, LLC. other service providers or their respective affiliates ("Adviser"collectively, the “Advisor”) for its services hereunder or for additional services all as may be agreed to between the Adviser Advisor and Forum and disclosed to the BoardDistributor.] (d) The Trust Each Fund shall be responsible and assumes assume the obligation for payment of all the expenses of the Fundsits expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust Each Fund shall bear the cost and expenses: (i) of the registration of the its Shares for sale under the Securities Act; (ii) of the registration or qualification of the its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trusta Fund, the Funds or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum pursuant to Section 6(c) hereofa Fund; and (iv) payable to each State for continuing registration or qualification therein until the Trust a Fund decides to discontinue registration or qualification pursuant to Section 6(c) hereofqualification. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 2 contracts

Samples: Master Distribution Agreement (Tax-Exempt California Money Market Fund), Master Distribution Agreement (DWS Securities Trust)

COMPENSATION; EXPENSES. (a) In consideration of Forum's services in connection with the distribution of Shares of each Fund and Class thereof, Forum shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital ManagementNewBridge Partners, LLC. LLC ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum. Notwithstanding anything in this Agreement to the contrary, to the extent Forum and receives compensation from the Adviser that is disclosed to the Board, the Trust will indemnify, defend and hold each Forum Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forum) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum pursuant to Section 6(c6(C) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum shall pay all expenses relating to Forum's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Truecrossing Funds)

COMPENSATION; EXPENSES. (a) In consideration of Forumthe Distributor's services in connection with the distribution of Shares of each the Fund and each Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the TrustFund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the TrustFund, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the TrustFund, the [shareholder service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust Fund grants and transfers to Forum the Distributor a general unperfected lien and security interest in any and all securities and other assets of a the Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum the Distributor by the Trust Fund under this Agreement. (b) The Trust Fund shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Sharesmonth end. (c) Except as specified in Sections 8 and 10(a)) of this Agreement, Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum The Distributor may receive compensation from Ironwood Capital Managementthe Fund's investment advisors, LLC. other service providers or their respective affiliates (collectively, the "AdviserAdvisor") for its services hereunder or for additional services all as may be agreed to between the Adviser Advisor and Forum and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitee free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Trust Fund shall be responsible and assumes the obligation for payment of all the expenses of the Fundsits expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust Fund shall bear the cost and expenses: expenses (i) of the registration of the its Shares for sale under the Securities Act; (ii) of the registration or qualification of the its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the TrustFund, the Funds or its Series or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum pursuant to Section 6(c) hereofFund; and (iv) payable to each State for continuing registration or qualification therein until the Trust Fund decides to discontinue registration or qualification pursuant to Section 6(c) hereofqualification. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Deutsche Funds Inc)

COMPENSATION; EXPENSES. (a) In consideration of Forum's services in connection with the distribution of Shares of each Fund and Class thereof, Forum Foreside shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum Foreside a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum Foreside by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum Foreside as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum Foreside shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum Foreside pursuant to this Agreement. [Forum Foreside may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum Foreside and disclosed to the Board.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forum) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum Foreside pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum Foreside shall pay all expenses relating to Forum's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Ironwood Series Trust)

COMPENSATION; EXPENSES. (a) In consideration of Forum's the Distributor’s services in connection with the distribution of Shares of each Fund and Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum the Distributor a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's ’s custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum the Distributor by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and disclosed to the Board.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Forum Funds)

COMPENSATION; EXPENSES. (a) In consideration of Forumthe Distributor's services in connection with the distribution of Shares of each Fund and Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trustapplicable Company, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trustapplicable Company, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the Trustapplicable Company, the [shareholder service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust Each Company grants and transfers to Forum the Distributor a general unperfected lien and security interest in any and all securities and other assets of a the Company's Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum the Distributor by the Trust Company under this Agreement. (b) The Trust Each Company shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum The Distributor may receive compensation from Ironwood Capital Managementa Fund's investment adviser, LLC. other service providers or their respective affiliates (collectively, the "Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Adviser that is disclosed to the BoardBoard of a Company, the Company will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Trust Each Company shall be responsible and assumes the obligation for payment of all the expenses of the Company's Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust A Company shall bear the cost and expenses: expenses (i) of the registration of the its Shares for sale under the Securities Act; (ii) of the registration or qualification of the its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the TrustCompany, or its the Funds or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust Company and Forum the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust Company decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Flag Investors Equity Partners Fund Inc)

COMPENSATION; EXPENSES. (a) In consideration of Forumthe Distributor's services in connection with the distribution of Shares of each Fund and Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum the Distributor a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum the Distributor by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum The Distributor may receive compensation from Ironwood Capital Management, LLC. ("Adviser[NAME OF INVESTMENT ADVISER]("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Adviser that is disclosed to the Board, the Trust will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Forum Funds Inc)

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COMPENSATION; EXPENSES. For services hereunder, the Company shall issue to the Consultant a warrant (athe “Warrant”) to purchase 1,250,000 shares (the “Warrant Shares”) of the Company’s class A common stock (the “Common Stock”), to be issued and earned on the Effective Date. In consideration addition, the Company shall reimburse Consultant for any travel or out of Forum's services pocket expenses incurred in connection with the distribution Services. Consultant must receive written approval from the Company prior to incurring any such reimbursable expenses, and any travel expenses shall be subject to the Company’s established travel policies and procedures. The Warrant is appended hereto as Exhibit B. The Consultant agrees and accepts that the Warrant may not be exercised until the Company has obtained the approval of the NYSE American therefor. The Company hereby commits to use its reasonable best efforts to obtain such approval as promptly as practicable. The Warrant Shares of each Fund and Class thereof, Forum shall receive: issued may not be sold or transferred unless (i) any applicable sales charge assessed upon investors in connection with such shares are sold pursuant to an effective registration statement under the purchase Securities Act of Shares; 1933, as amended (the “Securities Act”) or (ii) the Company’s transfer agent shall have been furnished with an opinion of the Company’s counsel to the effect that the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; such registration or (iii) from such shares are sold or transferred pursuant to Rule 144 under the Trust, the [distribution service fees] with respect to the Shares of those Classes as designated in Appendix A for which Securities Act (or a Plan is effective successor rule) (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"“Rule 144”). The Distribution Fee and Shareholder Service Fee Warrant Shares, when issued, will contain a standard Securities Act restrictive legend. The legend shall be accrued daily by each applicable Fund or Class thereof removed and the Company shall be paid monthly as promptly as possible after issue to the last day Consultant a new certificate therefore free of each calendar month but in any event on or before transfer legend if the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in Company’s transfer agent shall have received an account at the Fund's custodian on behalf opinion of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withholdCompany’s counsel, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and disclosed to the Board.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: effect that (i) a public sale or transfer of the such Warrant Shares may be made without registration of the Shares for sale under the Securities Act; Act or (ii) in the case whereby the Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. Upon the Consultant’s written request, the Company shall pay for a Rule 144 opinion to be issued covering any Warrant Shares then eligible. If the Company shall at any time seek to register or qualify any of its Common Stock, on each such occasion it shall, without cost or expense, include all of the Consultant’s Warrant Shares in such registration. The Company shall keep the registration or qualification of statement effective until such time as the Consultant has sold its Warrant Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forum) as an issuer or as a broker or dealer, in such States as shall Warrant Shares are eligible to be selected by the Trust and Forum transferred without restriction pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum shall pay all expenses relating to Forum's broker-dealer qualificationprovisions of Rule 144.

Appears in 1 contract

Samples: Consulting Agreement (DPW Holdings, Inc.)

COMPENSATION; EXPENSES. (a) In consideration of ForumForeside's services in connection with the distribution of Shares of each Fund and Class thereof, Forum Foreside shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] fees set forth in Appendix A with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] fees set forth in Appendix A with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum by the Trust under this Agreement.A. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum Foreside as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 9 and 10(a11(a), Forum Foreside shall be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by Forum Foreside pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and disclosed to the Board.] (d) The As to Foreside, the Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not ForumForeside) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum Foreside pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum Foreside shall pay all expenses relating to ForumForeside's broker-dealer qualification. (f) In consideration of the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser shall pay Foreside the fees set forth in Appendix B hereto. (g) In connection with the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser, on behalf of each Fund, agrees to reimburse Foreside for the expenses set forth in Appendix B hereto. Reimbursements shall be payable as incurred. Should the Adviser exercise its right to terminate this Agreement, the Adviser, on behalf of the applicable Fund, shall reimburse Foreside for all reasonably incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.

Appears in 1 contract

Samples: Distribution and Subadministration Agreement (Century Capital Managment Trust)

COMPENSATION; EXPENSES. (a) In consideration of Forumthe Distributor's services in connection with the distribution of Shares of each Fund and Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a any Plan that is effective in effect (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a any Service Plan that is effective in effect (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum the Distributor a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum the Distributor by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and disclosed to the Board.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum the Distributor pursuant to Section 6(c6(b) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c6(b) hereof. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Monarch Funds)

COMPENSATION; EXPENSES. (a) In consideration of ForumForeside's services in connection with the distribution of Shares of each Fund and Class thereof, Forum Foreside shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] and shareholder services fees set forth in Appendix A with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Services Fee"). The Distribution Fee and Shareholder Service Services Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum by the Trust under this Agreement.A. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum Foreside as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 9 and 10(a11(a), Forum Foreside shall be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by Forum Foreside pursuant to this Agreement. [Forum may receive compensation from Ironwood Capital Management, LLC. ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and disclosed to the Board.] (d) The As to Foreside, the Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not ForumForeside) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum Foreside pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum Foreside shall pay all expenses relating to ForumForeside's broker-dealer qualification. (f) In consideration of the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser shall pay Foreside the fees set forth in Appendix B hereto. (g) In connection with the administrative services provided by Foreside to the Adviser pursuant to this Agreement, the Adviser, on behalf of each Fund, agrees to reimburse Foreside for the expenses set forth in Appendix B hereto. Reimbursements shall be payable as incurred. Should the Adviser exercise its right to terminate this Agreement, the Adviser, on behalf of the applicable Fund, shall reimburse Foreside for all reasonably incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.

Appears in 1 contract

Samples: Distribution and Subadministration Agreement (Century Capital Managment Trust)

COMPENSATION; EXPENSES. (a) In consideration of Forumthe Distributor's services in connection with the distribution of Shares of each Fund and Class thereof, Forum the Distributor shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the [distribution service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the [shareholder service fees] fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A [and, as applicable, the Plan(s)]. The Trust grants and transfers to Forum the Distributor a general lien and security interest in any and all securities and other assets of a Fund now or hereafter maintained in an account at the Fund's custodian on behalf of the Fund to secure any Distribution Fees and Shareholder Service Fees owed Forum the Distributor by the Trust under this Agreement. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum the Distributor as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 8 and 10(a), Forum the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum the Distributor pursuant to this Agreement. [Forum The Distributor may receive compensation from Ironwood Capital ManagementForum Investment Advisors, LLC. LLC ("Adviser") for its services hereunder or for additional services all as may be agreed to between the Adviser and Forum and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Adviser that is disclosed to the Board, the Trust will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment.] (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forumthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum The Distributor shall pay all expenses relating to Forumthe Distributor's broker-dealer qualification.

Appears in 1 contract

Samples: Distribution Agreement (Memorial Funds)

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