Common use of Distribution Activities Clause in Contracts

Distribution Activities. 1. The Underwriter will receive orders from purchasers for and the Fund will sell, issue and deliver from time to time such purchasers, such part of the authorized shares of capital stock of the Fund remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "33 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and the Trust's Articles of Incorporation. 2. The Underwriter shall present all orders received by it for shares to the Fund by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Fund in its sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Fund such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Fund may suspend the offer of Shares in effect and may, without liability under the provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares under this Agreement until such time as the Fund shall deem it advisable to resume the offering of such Shares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Directors of the Fund shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shall be suspended or the Fund shall decline to accept or confirm any such orders or make any such sales, the Fund shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Fund will use its best efforts to keep effectively registered under the 33 Act for sale as herein contemplated such Shares as the Underwriter shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter shall be made as agent for the Fund and all such sales be made to or through qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Fund under the 33 Act, (and related prospectus), as the Underwriter may determine from time to time. 4. All Shares offered for sale or sold by the Underwriter shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per share (determined as authorized from time to time by the Board of Directors of the Trust pursuant to its charter). 4.1 For the purpose of determining the Offering Price, the net asset value of any such Shares shall be so determined in accordance with the then current offering prospectus. The Fund, or its authorized agent, will promptly furnish to the Underwriter a statement of the Offering Price as often a such net asset value is determined and such statement shall at the request of the Underwriter show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter for Shares, if accepted by the Fund, shall be accepted and confirmed by it or its duly authorized agent at the Offering Price in effect at the time of its receipt of such order at its principal office. 4.3 The Underwriter will not in any event (a) offer for sale or sell shares of capital stock in excess of the number then effectively registered under the 33 Act, and available for sale, or (b) offer for sale or sell any shares in violation of any applicable Federal or State law, rule or regulation. 5. The Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of its Shares of capital stock in such states as the Underwriter may reasonably request (it being understood that the Fund shall not be required without its consent to qualify to do business in any jurisdiction or to comply with any requirement which in its opinion is unduly burdensome). The Underwriter, at its own expense, will effect all necessary qualifications as dealer or broker. 6. The Fund will furnish to the Underwriter from time to time such information with respect to its Shares as the Underwriter may reasonably request for use in connection with the sale of Shares. The Underwriter will not use or distribute or authorize the use, distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the Fund. 7. Nothing herein contained shall limit the right of the Fund, in its absolute discretion, to issue or sell Shares for such other considerations (whether in connection with the acquisition of assets or shares or securities of another Trust or entity or with the merger or consolidation of any other Trust into or with the Fund, or otherwise) as and to the extent permitted by its charter and any applicable laws, or to issue or sell any such Shares directly to the shareholders of the Fund, upon such terms and conditions and for such consideration, if any, as may be determined by the Board of Trustees, whether pursuant to the distribution of subscription or purchase rights to such holders or by way of dividends or otherwise. 8. At the request of the Fund, the Underwriter agrees to act as agent for the Fund for the repurchase or redemption of shares of the Fund at such prices as the Fund from time to time shall prescribe. 9. In selling or reacquiring shares, the Underwriter agrees to conform to the requirements of all state and Federal laws relating to such sale or reacquisition, as the case may be, and will indemnify and hold the Fund harmless from any damage or expense on account of any wrongful act by the Underwriter or any employee, representative or agent of the Underwriter. The Underwriter will observe and be bound by all the provisions of the charter of the Trust and any fundamental policies adopted by the Fund pursuant to the 1940 Act, or otherwise, notice of which has been given to the Underwriter. 10. Neither the Underwriter, any dealer nor any other person is authorized by the Fund to give any information or to make any representation other than those contained (a) in the latest effective registration statement (and related prospectus) filed with the SEC under the 33 Act as such registration statement (and prospectus) may be amended from time to time, or (b) in any statement expressly authorized by the Fund for use in connection with any sale or reacquisition of Shares for the account of the Fund.

Distribution Activities. 1. The Underwriter will receive orders from purchasers for for, and the Fund will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Fund remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "33 1933 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Declaration of Trust of the Trust's Articles of Incorporation. 2. The Underwriter shall present all orders received by it for shares Shares to the Fund by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Fund in its the Fund's sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Fund such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Fund may suspend the offer of Shares in effect and may, without liability under the any provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares under this Agreement until such time as the Fund shall deem it advisable to resume the offering of such Shares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Directors Trustees of the Fund Trust shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shall be suspended or the Fund shall decline to accept or confirm any such orders or make any such sales, the Fund shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Fund will use its best efforts to keep effectively registered under the 33 1933 Act for sale as herein contemplated such Shares as the Underwriter shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter shall be made as agent for the Fund and all such sales shall be made to or through qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Fund under the 33 1933 Act, (and related prospectus), as the Underwriter may determine from time to time. 4. All Shares offered for sale or sold by the Underwriter shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per share Share (determined as authorized from time to time by the Board of Directors Trustees of the Trust pursuant to its charter). 4.1 For the purpose of determining the Offering Price, the net asset value of any such Shares shall be so determined in accordance with the then current offering prospectus. The Fund, or its authorized agent, will promptly furnish to the Underwriter a statement of the Offering Price as often a as such net asset value is determined and such statement shall shall, at the request of the Underwriter Underwriter, show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter for Shares, if accepted by the Fund, shall be accepted and confirmed by it the Fund or its duly authorized agent at the Offering Price in effect at the time of its receipt of such order at its principal office. 4.3 The Underwriter will not in any event (a) offer for sale or sell shares Shares of capital stock in excess of the number then effectively registered under the 33 the1933 Act, and available for sale, or (b) offer for sale or sell any shares Shares in violation of any applicable Federal or State law, rule or regulation. 5. The Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of its Shares of capital stock in such states as the Underwriter may reasonably request (it being understood that the Fund shall not be required without its consent to qualify to do business in any jurisdiction or to comply with any requirement which which, in its opinion opinion, is unduly burdensome). The Underwriter, at its own expense, will effect all necessary qualifications as dealer or broker. 6. The Fund will furnish to the Underwriter from time to time such information with respect to its Shares as the Underwriter may reasonably request for use in connection with the sale of Shares. The Underwriter will not use or distribute use, distribute, disseminate or authorize the use, use or distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the Fund. 7. Nothing herein contained shall limit the right of the Fund, in its absolute discretion, to issue or sell Shares for such other considerations (whether in connection with the acquisition of assets or shares or securities of another Trust corporation or entity or with the merger or consolidation of any other Trust corporation into or with the Fund, or otherwise) as and to the extent permitted by its charter and any applicable laws, or to issue or sell any such Shares directly to the shareholders of the Fund, upon such terms and conditions and for such consideration, if any, as may be determined by the Board of Trustees, whether pursuant to the distribution of subscription or purchase rights to such holders or by way of dividends or otherwise. 8. At the request of the Fund, the Underwriter agrees to act as agent for the Fund for the repurchase or redemption of shares Shares of the Fund at such prices as the Fund from time to time shall prescribe. 9. In selling or reacquiring sharesShares, the Underwriter agrees to conform to the requirements of all state and Federal laws relating to such sale or reacquisition, as the case may be, and will indemnify and hold the Fund harmless from any damage or expense on account of any wrongful act by the Underwriter or any employee, representative or agent of the Underwriter. The Underwriter will observe and be bound by all the provisions of the charter of the Trust and any fundamental policies adopted by the Fund pursuant to the 1940 Act, or otherwise, notice of which has been given to the Underwriter. 10. Neither the Underwriter, any dealer nor any other person is authorized by the Fund to give any information or to make any representation other than those contained (a) in the latest effective registration statement (and related prospectus) filed with the SEC under the 33 1933 Act as such registration statement (and prospectus) may be amended from time to time, or (b) in any statement expressly authorized by the Fund for use in connection with any sale or reacquisition of Shares for the account of the Fund.

Distribution Activities. 1. The Underwriter will receive orders from purchasers for for, and the Fund Funds will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Fund Funds remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "33 1933 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Declaration of Trust of the Trust's Articles of Incorporation. 2. The Underwriter shall present all orders received by it for shares Shares to the Fund Funds by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Fund Funds in its the Funds' sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Fund Funds such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Fund Funds may suspend the offer of Shares in effect and may, without liability under the any provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares under this Agreement until such time as the Fund Funds shall deem it advisable to resume the offering of such Shares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Directors Trustees of the Fund Trust shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shall be suspended or the Fund Funds shall decline to accept or confirm any such orders or make any such sales, the Fund Funds shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Fund Funds will use its their best efforts to keep effectively registered under the 33 1933 Act for sale as herein contemplated such Shares as the Underwriter shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter shall be made as agent for the Fund Funds and all such sales shall be made to or through qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Fund Funds under the 33 1933 Act, (and related prospectus), as the Underwriter may determine from time to time. 4. All Shares offered for sale or sold by the Underwriter shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per share Share (determined as authorized from time to time by the Board of Directors Trustees of the Trust pursuant to its charter). 4.1 For the purpose of determining the Offering Price, the net asset value of any such Shares shall be so determined in accordance with the then current offering prospectus. The FundFunds, or its the Funds' authorized agent, will promptly furnish to the Underwriter a statement of the Offering Price as often a as such net asset value is determined and such statement shall shall, at the request of the Underwriter Underwriter, show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter for Shares, if accepted by the FundFunds, shall be accepted and confirmed by it the Funds or its the Funds' duly authorized agent at the Offering Price in effect at the time of its receipt of such order at its the principal officeoffice of the Funds. 4.3 The Underwriter will not in any event (a) offer for sale or sell shares Shares of capital stock in excess of the number then effectively registered under the 33 the1933 Act, and available for sale, or (b) offer for sale or sell any shares Shares in violation of any applicable Federal or State law, rule or regulation. 5. The Fund Funds will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of its the Shares of capital stock in such states as the Underwriter may reasonably request (it being understood that the Fund Funds shall not be required without its the Funds' consent to qualify to do business in any jurisdiction or to comply with any requirement which which, in its opinion the Funds' opinion, is unduly burdensome). The Underwriter, at its own expense, will effect all necessary qualifications as dealer or broker. 6. The Fund Funds will furnish to the Underwriter from time to time such information with respect to its the Shares as the Underwriter may reasonably request for use in connection with the sale of Shares. The Underwriter will not use or distribute use, distribute, disseminate or authorize the use, use or distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the FundFunds. 7. Nothing herein contained shall limit the right of the Fund, in its absolute discretion, to issue or sell Shares for such other considerations (whether in connection with the acquisition of assets or shares or securities of another Trust or entity or with the merger or consolidation of any other Trust into or with the Fund, or otherwise) as and to the extent permitted by its charter and any applicable laws, or to issue or sell any such Shares directly to the shareholders of the Fund, upon such terms and conditions and for such consideration, if any, as may be determined by the Board of Trustees, whether pursuant to the distribution of subscription or purchase rights to such holders or by way of dividends or otherwise. 8. At the request of the Fund, the Underwriter agrees to act as agent for the Fund for the repurchase or redemption of shares of the Fund at such prices as the Fund from time to time shall prescribe. 9. In selling or reacquiring shares, the Underwriter agrees to conform to the requirements of all state and Federal laws relating to such sale or reacquisition, as the case may be, and will indemnify and hold the Fund harmless from any damage or expense on account of any wrongful act by the Underwriter or any employee, representative or agent of the Underwriter. The Underwriter will observe and be bound by all the provisions of the charter of the Trust and any fundamental policies adopted by the Fund pursuant to the 1940 Act, or otherwise, notice of which has been given to the Underwriter. 10. Neither the Underwriter, any dealer nor any other person is authorized by the Fund to give any information or to make any representation other than those contained (a) in the latest effective registration statement (and related prospectus) filed with the SEC under the 33 Act as such registration statement (and prospectus) may be amended from time to time, or (b) in any statement expressly authorized by the Fund for use in connection with any sale or reacquisition of Shares for the account of the Fund.

Distribution Activities. 1. The Underwriter Distributor will receive orders from purchasers for and the Fund will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Fund remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "33 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Trust's Articles charter of Incorporationthe Fund. 1.1 The Distributor agrees that it will use such efforts as it may deem appropriate to solicit orders for the sale of shares of capital stock of the Fund. Such activities shall include, without limitation, such advertising and promotion as the Distributor, in conjunction with Fund management and by mutual agreement by both parties, may believe reasonable in connection with such solicitation; entering into arrangements with securities dealers, financial institutions and other industry professionals, including so-called "mutual fund supermarkets" and monitoring such agreements and relationships as may be necessary and appropriate to assure compliance with applicable state and Federal securities regulations relating to such agreements. Such activities shall also include the review of all advertising and promotional literature and the preparation and coordination of all filings of any such literature that the Fund may be required to make with the Securities and Exchange Commission or the NASD. 2. The Underwriter Distributor shall present all orders received by it for shares of capital stock of the Fund to the Fund by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Fund in its sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Fund such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Fund may suspend the offer of Shares shares in effect and may, without liability under the provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares shares or capital stock under this Agreement until such time as the Fund shall deem it advisable to resume the offering of such Sharesshares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Directors of the Fund shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shares shall be suspended or the Fund shall decline to accept or confirm any such orders or make any such sales, the Fund Distributor shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Fund will use its best efforts to keep effectively registered under the 33 Act for sale as herein contemplated such Shares shares of its capital stock as the Underwriter Distributor shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter Distributor shall be made as agent for the Fund and all such sales be made to or through though qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Fund under the 33 Act, (and related prospectus), as the Underwriter Distributor may determine from time to time. 4. All Shares shares of capital stock offered for sale or sold by the Underwriter Distributor shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per share (determined as authorized from time to time by the Board of Directors of the Trust Fund pursuant to its charter). 4.1 For the purpose of determining the Offering Priceoffering price, the net asset value of any such Shares shares shall be so determined in accordance with the then current offering prospectus. The Fund, or its authorized agent, will promptly furnish to the Underwriter Distributor a statement of the Offering Price as often a as such net asset value is determined and such statement shall at the request of the Underwriter Distributor show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter Distributor for Sharesshares, if accepted by the Fund, shall be accepted and confirmed by it or its duly authorized agent at the Offering Price in effect at the time of its receipt of such order at its principal office. 4.3 The Underwriter Distributor will not in any event (a) offer for sale or sell shares of capital stock in excess of the number then effectively registered under the 33 Act, and available for sale, or (b) offer for sale or sell any shares in violation of any applicable Federal or State law, rule or regulation. 5. The Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of its Shares shares of capital stock in such states as the Underwriter Distributor may reasonably request (it being understood that the Fund shall not be required without its consent to qualify to do business in any jurisdiction or to comply with any requirement which in its opinion is unduly burdensome). The UnderwriterDistributor, at its own expense, will effect all necessary qualifications as dealer or broker. 5.1 The Distributor agrees to indemnify and hold harmless the Fund and each person, if any, who controls the Fund against any and all claims, costs, expenses (including reasonable attorneys' fee) (collectively "Losses") that may arise (i) out of the acquisition of any shares of capital stock of the Fund by any person which may be based upon any untrue statement, or alleged untrue statement of material fact contained in the Fund registration statement, or any omission or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by the Distributor or any affiliated person of the Distributor; or (ii) as a result of the Distributor's willful misfeasance, xxxx xxxxx or negligence in the performance of its duties or obligations hereunder, or the reckless disregard of such duties or obligations. 6. The Fund will furnish to the Underwriter Distributor from time to time such information with respect to its Shares shares as the Underwriter Distributor may reasonably request for use in connection with the sale of Sharesshares. The Underwriter Distributor will not use or distribute or authorize the use, distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the Fund. 7. Nothing herein contained shall limit the right of the Fund, in its absolute discretion, to issue or sell Shares shares of its capital stock for such other considerations (whether in connection with the acquisition of assets or shares or securities of another Trust corporation or entity or with the merger or consolidation of any other Trust corporation into or with the Fund, or otherwise) as and to the extent permitted by its charter and any applicable laws, or to issue or sell any such Shares shares directly to the shareholders of the Fund, upon such terms and conditions and for such consideration, if any, as may be determined by the Board of TrusteesDirectors, whether pursuant to the distribution of subscription or purchase rights to such holders or by way of dividends or otherwise. 8. At the request of the Fund, the Underwriter Distributor agrees to act as agent for the Fund for the repurchase or redemption of shares of the Fund at such prices as the Fund from time to time shall prescribe. 9. In selling or reacquiring shares, the Underwriter Distributor agrees to conform to the requirements of all state and Federal laws relating to such sale or reacquisition, as the case may be, and will indemnify and hold the Fund harmless from any damage or expense on account of any wrongful act by the Underwriter Distributor or any employee, representative or agent of the UnderwriterDistributor. The Underwriter Distributor will observe and be bound by all the provisions of the charter of the Trust Fund and any fundamental policies adopted by the Fund pursuant to the 1940 Investment Company Act of 1940, as amended (the "40 Act, or otherwise"), notice of which has been given to the UnderwriterDistributor. 10. Neither the UnderwriterDistributor, any dealer nor any other person is authorized by the Fund to give any information or to make any representation other than those contained (a) in the latest effective registration statement (and related prospectus) filed with the SEC under the 33 Act as such registration statement (and prospectus) may be amended from time to time, or (b) in any statement expressly authorized by the Fund for use in connection with any sale or reacquisition of Shares capital stock for the account of the Fund.