Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund.
3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement.
3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares.
3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA.
3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated.
3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares.
3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased.
3.8. Distributor, as agent o...
Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):
a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Fund’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Fund’s 12b-1 eligible distribution expenses
b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated.
c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased.
d. The Distributor shall also have the right to take, as agent for the Fund, all legally permissible actions that, in the Distributor's judgment, are necessary to effect the distribution of Shares.
e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement.
f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.
Distribution Services. The Distributor shall sell and repurchase Shares as set forth below, subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):
a. The Distributor, as agent for the Fund, shall sell Shares to the public against orders therefor at the public offering price, as determined in accordance with the Fund's then current Prospectus and Statement of Additional Information.
b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated.
c. Upon receipt of purchase instructions, the Distributor shall transmit such instructions to the Fund or its transfer agent for registration of the Shares purchased.
d. The Distributor shall also have the right to take, as agent for the Fund, all actions which, in the Distributor's judgment, are necessary to effect the distribution of Shares.
e. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not for its own account purchase any Shares of the Fund except for investment purposes and that it shall not for its own account sell any such Shares except for redemption of such Shares by the Fund, and that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Fund under this Agreement.
f. The Distributor, as agent for the Fund, shall repurchase Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus.
Distribution Services. The Distributor shall sell and repurchase Shares as set forth below; subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states (“Blue Sky Laws”):
a. The Distributor, as agent for the Trust, shall sell Shares to the public against orders therefore at the public offering price, as determined in accordance with the Trust’s then current Prospectus and Statement of Additional Information. The sales load paid to the Distributor will be disbursed by the Distributor to i) the selling broker/dealer according to the schedule in the then current prospectus; and ii) the retained commissions to the wholesaler responsible for the broker/dealer relationship; and iii) any remaining amounts shall be applied to the Trust’s 12b-1 eligible distribution expenses.
b. The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information. The net asset value of the Shares shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated.
Distribution Services. Subject to the direction and control of the Trust's Board of Trustees (the "Board"), the Distributor shall serve as distributor of the Shares.
(a) As agent of and sole distributor for the Trust, Distributor shall offer, and solicit offers to subscribe to, the unsold balance of Shares as shall then be effectively registered under the Securities Act and applicable state securities laws. All subscriptions for Shares obtained by Distributor shall be directed to the Trust for acceptance and shall not be binding on the Trust until accepted by it. Distributor shall have no authority to make binding subscriptions on behalf of the Trust. The Trust reserves the right to sell Shares directly to investors through subscriptions received by the Trust. Distributor's rights hereunder shall not apply to Shares issued in connection with (a) the merger or consolidation of the Trust or its series or classes with any other investment company or series or class thereof, (b) the Trust's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company, or (c) the reinvestment in Shares by the Trust's shareholders of dividends or other distributions or any other offering by the Trust of securities to its shareholders.
(b) Distributor shall use its best efforts to obtain subscriptions to Shares upon the terms and conditions contained herein and in the Prospectus, including the offering price. Distributor shall send to the Trust promptly all subscriptions placed with Distributor. The Trust shall advise Distributor in its capacity as distributor of the approximate net asset value per Share at any time requested by Distributor that is a net asset value determination time as disclosed in the Prospectus and at such other times as it shall have been determined. The Trust shall furnish Distributor from time to time, for use in connection with the offering of Shares, such other information with respect to the Trust and Shares as Distributor may reasonably request. The Trust shall supply Distributor with such copies of the Prospectus as Distributor may reasonably request. Distributor may use its employees, agents and other persons who need not be its employees, at its cost and expense, to assist it in carrying out its obligations hereunder, but no such employee, agent or other person shall be deemed to be an agent of the Trust or have any rights under this Agreement.
(c) The Trust reserves the right to suspend the offering of Shares at ...
Distribution Services. Distribution Services include any activities primarily intended to result in the sale of shares of one or more Classes including but not limited to:
(1) distribution of prospectuses, SAI and shareholder reports for the Class(es) for other than existing shareholders of such Class(es);
(2) the preparation and distribution of sales literature and advertising materials for the Class(es);
(3) provision to each Client of access to one or more of Company's representatives who will provide personal service and attention with respect to the foregoing; and
(4) other distribution Services as mutually agreed upon by both parties.
Distribution Services. Seller shall provide Buyer with Distribution Services exclusively from the Project. “Distribution Services” shall consist of the Project’s ability to provide, and the provision of, services that are selected in Appendix II.
Distribution Services. Pursuant to this Agreement, Nationwide’s Broker-Dealers shall perform and incur expenses for distribution and related shareholder services in exchange for 12b-1 Fees, including, but not limited to the following:
Distribution Services. 1.1 You will act as the sole agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the “1933 Act”) and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer Agent for the Trust of which the Trust has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 You agree to use your best efforts to perform the services contemplated herein on a continuous basis. It is contemplated that you may enter into “Authorized Participant Agreements” with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the “1940 Act”) by the Securities and Exchange Commission (“SEC”) or any securities association registered under the 0000 Xxx.
1.4 Whenever the parties hereto, in their collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Trust’s Shares in Creation Units not in the best interest of the Trust, the parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as the parties deem it advisable to accept such orders and to make such sales.
1.5 The Trust agrees to pay all appropriate costs and ex...
Distribution Services. We will arrange for distribution services to your Supply Address unless you notify us that you have made different arrangements, including arrangements for a new connection. We are not responsible for ensuring a Supply Address is on, or remains on, the correct or optimal network tariff classification. However, if your electricity usage falls below the Relevant Threshold, we may initiate a process to reclassify your tariff to one that is appropriate for a Small Customer.
