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 expenses, including but not limited to, all expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx. 1.6 The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust’s or, if applicable, each Fund’ portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Trust’s financial condition as you may reasonably request. 1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust’s securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. 1.9 No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documents. 1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.
Appears in 1 contract
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 expenses, including but not limited to, all expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx.
1.6 The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust’s or, if applicable, each Fund’ portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Trust’s financial condition as you may reasonably request.
1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust’s securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.9 No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documents.
1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.
Appears in 1 contract
Distribution Services. 1.1 You will act as Subject to the sole agent direction and control of the Trust for Corporation's Board of Directors (the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with"Board"), the registration statement and prospectus then in effect under the Securities Act of 1933, Placement Agent shall serve 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 Placement Agent for the Trust Shares.
(a) As agent for the Corporation, the Placement Agent shall offer, and solicit offers to purchase the Shares. An offer to purchase the Shares shall not be binding on the Corporation until the Placement Agent, on behalf of which the Trust has notified you in writing. You shall deliver or cause Corporation confirms the acceptance of such offer by delivery of a prospectus confirmation of sale and if not previously delivered, a final Prospectus. The Placement Agent's rights hereunder shall not apply 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 expenses, including but not limited to, all expenses issued in connection with the registration of Shares under the 1933 Act and all expenses reinvestment in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished shares by the Trust hereunderCorporation's stockholders of dividends or other distributions or any other offering by the Corporation of securities to its stockholders.
(b) The Placement Agent shall use its best efforts to obtain offers to purchase Shares upon the terms and conditions contained herein and in the Prospectus, and including the offering price. The Placement Agent shall notify the Corporation promptly of all expenses in connection with offers to purchase the preparation and printing Shares that the Placement Agent intends to accept on behalf of the Trust’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust Corporation. The Corporation shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx.
1.6 The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you Placement Agent from time to time, for use in connection with the sale offering of Shares in Creation UnitsShares, such information with respect to the Trust or any relevant Fund Corporation and the Shares as you the Placement Agent may reasonably request. The Corporation shall supply the Placement Agent with such copies of the Prospectus as the Placement Agent may request. The Placement Agent may use its employees, all of which 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 signed by one or more deemed to be an agent of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in Corporation or have any such information, when so signed by the Trust’s officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, rights under this Agreement.
(c) a monthly itemized list The Corporation reserves the right to suspend the offering of Shares at any time, in the absolute discretion of the securities in Board, and upon notice of such suspension the Trust’s or, if applicable, each Fund’ portfolio, Placement Agent shall cease to offer the Shares.
(d) monthly balance sheets The Corporation and the Placement Agent will cooperate with each other in taking such action as soon may be necessary to qualify Shares for sale under the securities laws of such states as practicable after the end Corporation may designate. The Corporation shall pay all fees and expenses of each month, registering Shares under the Securities Act and of registering or qualifying Shares and the Corporation's qualification under applicable state securities laws. The Placement Agent shall pay all expenses relating to its broker-dealer qualification. The Placement Agent shall not confirm sales to any purchasers unless the Shares to be sold are qualified for sale under the securities laws of any state applicable to such sale.
(e) from time to time such additional information regarding the Trust’s financial condition as you may reasonably request.
1.8 The Trust Corporation represents to you that all registration statements its Registration Statement and prospectuses filed by the Trust with the SEC Prospectus under the 1933 Act, and under the 1940 Act, with respect to the Shares Securities Act have been or will be, as the case may be, carefully prepared in conformity with the requirements of said Acts the Securities Act and the rules and regulations of the SEC Securities and Exchange Commission (the "Commission") thereunder. As used in this agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust Corporation represents and warrants to you that any registration statement its Registration Statement and prospectus, when such registration statement becomes effective, Prospectus contain or will contain all statements required to be stated therein in conformity accordance with said Acts the Securities Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; the Commission thereunder, and that neither any registration statement nor any prospectus the Corporation's Registration Statement and Prospectus, when such registration statement becomes they shall become effective or be authorized for use, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmislead- ing to a purchaser of Shares. The Trust may, but shall not be obligated to, propose Corporation will from time to time file such amendment or amendments to its Registration Statement and Prospectus as, in the light of future developments, shall, in the opinion of the Corporation's counsel, be necessary in order to have such Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any registration statement and such supplement or supplements statements therein not misleading to any prospectus as it may deem necessary or advisable. If a purchaser of Shares, but, if the Trust Corporation shall not propose file such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you the Placement Agent to do so, you the Placement Agent may, at your its option, terminate this agreement or decline to make offers of the Trust’s securities until such amendments are madeAgreement immediately. The Trust will give you reasonable notice in advance of its filing of Corporation shall not file any amendment to any registration statement or supplement to any prospectusits Registration Statement and Prospectus without giving the Placement Agent reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the Trust’s Corporation's right to file at any time such amendments to any registration statement and/or supplements to any prospectusits Registration Statement and Prospectus, of whatever character, as the Trust may deem it deems advisable, such right being in all respects absolute and unconditional. The Corporation represents and warrants that any amendment to its Registration Statement and Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the Act and the rules and regulations of the Commission thereunder, that all statements of fact contained therein will, when the same shall become effective, be true and correct and that no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares.
1.9 No Shares shall be offered by either you or (f) The Corporation will indemnify, defend and hold the Trust under Placement Agent, its several officers and directors, and any person who controls the Placement Agent within the meaning of Section 15 of the provisions Securities Act (collectively, the "Placement Agent Indemnitees"), free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of this agreement investigating or defending such claims, demands or liabilities and no orders for any counsel fees incurred in connection therewith) which any Placement Agent Indemnitee may incur, under the purchase Securities Act, or sale under common law or otherwise, arising out of such Shares hereunder shall be accepted by or based upon any alleged untrue statement of a material fact contained in the Trust if Corporation's Registration Statement and so long as Prospectus under the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Securities Act or if and so long as arising out of or based upon any alleged omission to state a current prospectus as material fact required by Section 10 of said Act is to be stated therein or necessary to make the statements therein not on file with the SECmisleading; provided, however, that nothing in no event shall anything contained in this paragraph 1.9 (f) be so construed as to protect the Placement Agent against any liability to the Corporation or its security holders to which the Placement Agent would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Section 2. This agreement to indemnify the Placement Agent Indemnitees is expressly conditioned upon the Corporation being notified of any action brought against any Placement Agent Indemnitee, such notification to be given by letter, facsimile transmission or telegram to the Corporation and referring to the person against whom such action is brought within ten days after the summons or other first legal process shall have been served on such person. The failure so to notify the Corporation of any such action shall not relieve the Corporation from any liability which it may have to any Placement Agent Indemnitee otherwise than on account of the indemnification provided for in this paragraph (f). The Corporation will be entitled to assume the defense of any way restrict suit brought to enforce any such claim, and to retain counsel of good standing chosen by it and approved by the Placement Agent. In the event the Corporation elects to assume the defense of any such suit and retain counsel of good standing approved by the Placement Agent, the defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Corporation does not elect to assume the defense of any such suit, or in case the Placement Agent does not approve of counsel chosen by the Corporation or has been advised that it may have any application available defenses or claims which are not available to or bearing upon conflict with those available to the Trust’s obligation to redeem Corporation, the Corporation will reimburse any Placement Agent Indemnitee named as defendant in such suit for the fees and expenses of any counsel retained by such person. The indemnification provisions contained in this paragraph (f) and the Corporation's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or repurchase on behalf of any Placement Agent Indemnitee and shall survive the sale of any Shares from any shareholder in accordance with made pursuant to subscriptions obtained by the Placement Agent. The indemnification provisions of this paragraph (f) will inure exclusively to the Trust’s prospectus benefit of the Placement Agent Indemnitees and their respective successors and assigns. The Corporation agrees promptly to notify the Placement Agent of the commencement of any litigation or charter documents.
1.10 The Trust authorizes you and proceeding against the Corporation or any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust of its Directors or officers in connection with the issue or sale of Shares Shares.
(g) The Placement Agent agrees to indemnify, defend and hold the Corporation, its several officers and directors, and any person who controls the Corporation within the meaning of Section 15 of the Securities Act (collectively, the "Corporation Indemnitees"), free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in Creation Unitsconnection therewith) which any Corporation Indemnitee may incur under the Act, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Corporation Indemnitees resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by the Placement Agent in its capacity as distributor to the Corporation for use in the Corporation's Registration Statement or Prospectus under the Securities Act, or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. The Placement Agent's agreement to indemnify the Corporation Indemnitees is expressly conditioned upon the Placement Agent being notified of any action brought against a Corporation Indemnitee, such notification to be given by letter, facsimile transmission or telegram addressed and referring to the person against whom such action is brought within ten days after the summons or other first legal process shall have been served on such person. The Placement Agent shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Corporation, if such action is based solely upon such alleged misstatement or omission on the Placement Agent's part, and in any other event the Placement Agent and the Corporation Indemnitees named shall each have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify the Placement Agent of any such action shall not relieve the Placement Agent from any liability which it may have to any Corporation Indemnitee otherwise than on account of the indemnification provisions in this paragraph (g).
(h) The Corporation shall advise the Placement Agent immediately: (i) of any request by the Commission for amendments to the Corporation's Registration Statement or Prospectus or for additional information; (ii) in the event of the issuance by the Commission or any stop order suspending the effectiveness of the Corporation's Registration Statement or Prospectus or the initiation of any proceedings for that purpose; (iii) of the happening of any material event which makes untrue any statement made in the Corporation's Registration Statement or Prospectus or which requires the making of a change in either thereof in order to make the statements therein not misleading; and (iv) of all action of the Commission with respect to any amendments to the Corporation's Registration Statement or Prospectus which may from time to time be filed with the Commission under the Act or the Securities Act.
Appears in 1 contract
Samples: Placement Agency Agreement (Dem Inc)
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 Xxx1934 Act.
1.4 Whenever the parties xxxxxxx 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 '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 expenses, including but not limited to, all expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust’s 's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx1940 Act.
1.6 The Trust agrees to agxxxx xx execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s 's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust’s 's duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s 's officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust’s 's or, if applicable, each Fund’ ' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Trust’s 's financial condition as you may reasonably request.
1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust’s securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.9 No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documents.
1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.of
Appears in 1 contract
Distribution Services. 1.1 You will act as Nuance shall provide the sole agent of the Trust following distribution services 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 Products (the “1933 ActDistribution Services”) before completion of Production Transfer:
(a) Nuance agrees to (i) distribute and will transmit promptly any orders received by you for purchase or redemption of Shares sell the Products in Creation Units the Territory and shall advertise and promote the Products to the Transfer Agent extent lawful according to all Applicable Laws and regulations; (ii) extend the distribution and sale of the Products in the Territory so as to maximize such distribution; and (iii) meet or exceed the performance targets agreed to by the Parties from time to time.
(b) Nuance agrees to be solely responsible for invoicing and receivables collection for all the Products sold to customers by Nuance under this Agreement.
(c) Nuance agrees to maintain a sales management team and trained personnel adequate 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 needs of the National Association Territory, maintaining such offices, warehouses and distribution facilities within the Territory. Nuance shall provide all services other than warehousing and delivery services directly or through one or more affiliates controlled by, or under common control with, Nuance or a third-party agent of Securities DealersNuance in each case reasonably satisfactory to Altamira, Inc. You agree and where a sublicense is required subject to comply Altamira’s consent pursuant to Section 1.1(c). Nuance shall provide Altamira with all prior written notice of its intention to appoint any such broker, sub-distributor or other agent and provide any information about such party as reasonably requested by Altamira. As between the Parties, Nuance shall be liable to Altamira for any actions or omissions of any such agent or broker or sub-distributor in connection with this Agreement. The scope of any rights granted by Nuance to any sub-distributor or agent may not exceed the scope of rights granted to Nuance under this Agreement. In particular, Nuance shall impose any obligations also to its sub-distributors and agents which are necessary to ensure adherence and compliance of the applicable sub-distributors and agents with 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 similar to the Investment Company Act of 1940ones stipulated under this Agreement (in particular, 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 expenses, including but not limited to: compliance, all expenses in connection with the registration of Shares under the 1933 Act non-compete obligations, sales restrictions, intellectual property rights, confidentiality obligations and all expenses in connection with maintaining facilities for the issue term and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Trust hereundertermination provisions), and all expenses in connection guarantees towards Altamira the compliance of its sub-distributors and agents with the preparation and printing of the Trust’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxxthese obligations.
1.6 The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust’s or, if applicable, each Fund’ portfolio, (d) monthly balance sheets as soon as practicable after In the end event that a customer for the Products requests a service that is outside the scope of each monththis Agreement, and (e) from time the Parties agree to time such additional information regarding seek in good faith a mutually acceptable solution that is in the Trust’s financial condition as you may reasonably request.
1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations mutual best interests of the SEC thereunder. As used in this agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust’s securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditionalParties.
1.9 No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documents.
1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.
Appears in 1 contract
Samples: Licensing & Distribution Agreement (Altamira Therapeutics Ltd.)
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 Xxx1934 Act.
1.4 Whenever the parties thx xxxxxxs 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 '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 expenses, including but not limited to, all expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust’s 's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx1940 Act.
1.6 The Trust agrees to execute agrxxx xx xxecute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s 's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust’s 's duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s 's officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust’s 's or, if applicable, each Fund’ ' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Trust’s 's financial condition as you may reasonably request.
1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms “"registration statement” " and “"prospectus” " shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust’s 's securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s 's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.9 No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documents.
1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.
Appears in 1 contract
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 Xxx1934 Act.
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 '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 expenses, including but not limited to, all expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust’s 's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx1940 Act.
1.6 The Trust agrees to execute agrexx xx xxecute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s 's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust’s 's duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust’s 's officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s 's books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust’s 's or, if applicable, each Fund’ ' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Trust’s 's financial condition as you may reasonably request.
1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms “"registration statement” " and “"prospectus” " shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust’s 's securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s 's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.9 No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documents.
1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.
Appears in 1 contract
Distribution Services. 1.1 You will act as Subject to the sole direction and control of the Company's Board of Directors (the "Board"), the Placement Agent shall solicit subscriptions for the Shares to be sold in the Offering.
(a) As agent of the Trust for Company, the distribution of Shares in Creation Units (as defined herein) covered byPlacement Agent shall offer, and in accordance withsolicit offers to subscribe to, the registration statement and prospectus Shares as shall then in effect be effectively registered under the Securities Act of 1933, as amended (and applicable state securities laws. All subscriptions for the “1933 Act”) and will transmit promptly any orders received Shares obtained by you for purchase or redemption of Shares in Creation Units the Placement Agent shall be directed to the Transfer Agent Company 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 acceptance and shall maintain records of both orders placed with you and confirmations of acceptance furnished not be binding on the Company until accepted by youit. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member The Placement Agent shall have no authority to make binding subscriptions on behalf of the National Association Company. The Placement Agent's rights hereunder shall not apply to shares 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 expenses, including but not limited to, all expenses Common Stock issued in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished reinvestment by the Trust hereunder, and all expenses in connection with Company's stockholders of dividends or other distributions or any other offering by the preparation and printing Company of the Trust’s prospectuses and statements of additional information for regulatory purposes and for distribution securities to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxxits stockholders.
1.6 (b) The Trust agrees Placement Agent shall use its best efforts to execute any obtain subscriptions to the Shares upon the terms and all documents conditions contained herein and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of Prospectus, including the Trust’s officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate Offering Price. The Company shall furnish to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you Placement Agent from time to time, for use in connection with the sale of Shares in Creation UnitsOffering, such information with respect to the Trust or any relevant Fund Company and the Shares as you the Placement Agent may reasonably request. The Company shall supply the Placement Agent with such copies of the Prospectus as the Placement Agent may request. The Placement Agent may use its employees, all of which 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 signed by one or more deemed to be an agent of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in Company or have any such information, when so signed by the Trust’s officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, rights under this Agreement.
(c) a monthly itemized list The Company reserves the right to suspend the Offering at any time, in the absolute discretion of the securities in Board of Directors, and upon notice of such suspension the Trust’s or, if applicable, each Fund’ portfolio, Placement Agent shall cease to offer the Shares.
(d) monthly balance sheets The Company and the Placement Agent will cooperate with each other in taking such action as soon may be necessary to qualify the Shares for sale under the securities laws of such states as practicable after the end Company may designate. The Xxxxxxx Capital Management Holdings, Inc. The Xxxxxxx Co. _______________, 1998 Page 9 Company shall pay all fees and expenses of each month, registering the Shares under the Securities Act and of registering or qualifying the Shares and the Company's qualification under applicable state securities laws. The Placement Agent shall pay all expenses relating to its broker-dealer qualification.
(e) The Company shall advise the Placement Agent immediately: (i) of any request by the Commission for amendments to the Company's Registration Statement or Prospectus or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Company's Registration Statement or Prospectus or the initiation of any proceedings for that purpose; (iii) of the happening of any material event which makes untrue any statement made in the Company's Registration Statement or Prospectus or which requires the making of a change in either thereof in order to make the statements therein not misleading; and (iv) of all action of the Commission with respect to any amendments to the Company's Registration Statement or Prospectus which may from time to time such additional information regarding be filed with the Trust’s financial condition as you may reasonably requestCommission under the Securities Act.
1.8 (f) The Trust represents Company will advise the Placement Agent promptly of the happening of any event known to you that all registration statements and prospectuses filed by the Trust with Company within the SEC under the 1933 Act, and under the 1940 Act, with respect time during which a Prospectus relating to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements is required to be stated therein delivered under the Securities Act Regulations which, in conformity with said Acts and the rules and regulations judgment of said Commission; the Company, would require the making of any change in the Prospectus then being used so that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will the Prospectus would not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Trust may, but shall not and, during such time, the Company will prepare and furnish, at the Company's expense, to the Placement Agent promptly such amendments or supplements to such Prospectus as may be obligated to, propose from time necessary to time reflect any such change and to furnish to the Placement Agent a copy of such proposed amendment or supplement before filing any such amendment or supplement with the Commission.
(g) The Company will furnish promptly to the Placement Agent a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments to any registration statement or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust number of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers conformed copies of the Trust’s securities until such amendments are made. foregoing as the Placement Agent may reasonably request.
(h) The Trust Company will give you reasonable notice furnish to the Placement Agent, not less than one business day before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in advance of its filing paragraph (f) above, a copy of any amendment document proposed to any registration statement be filed with the Commission pursuant to Section 13, 14, or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.9 No Shares shall be offered by either you or the Trust under any 15(d) of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documentsExchange Act.
1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.
Appears in 1 contract
Samples: Placement Agency Agreement (Chapman Capital Management Holdings Inc)
Distribution Services. 1.1 You 3.1. Distributor will act have the right, as the sole agent of the Trust for the distribution Trust, to enter into dealer agreements with Ultimus Distribution Agreement December 14, 2020 Page 1 of 18 responsible investment dealers, and to sell Shares in Creation Units to such investment dealers against orders therefor at the public offering price (as defined hereinbelow) covered by, stated in the Trust’s effective Registration Statement on Form N-1A under the 1940 Act and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, each as amended (the “1933 Securities Act”) ), including the then-current prospectus and will transmit promptly any orders received by you for purchase or redemption statement 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 additional information (the “1934 ActRegistration 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 Trust.
3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below).
3.3. Distributor will also have the right to take, as agent for the Trust, 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 each Fund shall be the respective net asset value (“NAV”) and a member of the National Association Shares of Securities Dealersthat Fund then in effect, Inc. You agree to comply with all of plus any applicable sales charge determined in the applicable terms manner set forth in the Registration Statement or as permitted by the 1940 Act 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”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”) or any securities association registered other applicable regulatory agency or self-regulatory organization under the 0000 Xxxoversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
1.4 Whenever 3.5. The NAV of the parties heretoShares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in their collective judgment, mutually agree that such action is warranted the Registration Statement. The NAV of the Shares of each Fund shall be calculated by unusual market, economic or political conditions, the Trust or by abnormal circumstances another entity on behalf of any kind deemed by them the Trust. Distributor shall have no duty to render sales inquire into or liability for the accuracy of a Trust’s the NAV per Share as calculated.
3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in Creation Units not in no event later than the best interest 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 Trust or its transfer agent for the issuance and registration of the Shares purchased.
3.8. Distributor, as agent of and for the account of the Trust, may repurchase the parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares at such prices and upon such terms and conditions as shall be specified in Creation Units until such time as the parties deem it advisable to accept such orders and to make such salesRegistration Statement.
1.5 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Trust Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions.
3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Ultimus Distribution Agreement December 14, 2020 Page 2 of 18 Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by furnish the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; any comments provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx.
1.6 The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information regulators with respect to such materials.
3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Trust or any relevant Fund and the Shares regarding its activities under this Agreement as you may reasonably request, all of which shall be signed by one or more of the Trust’s duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed requested by the Trust’s officersBoard, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual including reports and annual audited reports regarding the use of the Trust’s books and accounts made by independent public accountants regularly retained assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust’s or, if applicable, each Fund’ portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Trust’s financial condition as you may reasonably requestany.
1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Trust’s securities until such amendments are made. The Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.9 No Shares shall be offered by either you or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 1.9 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or charter documents.
1.10 The Trust authorizes you and any dealers with whom you have entered into dealer agreements to use any prospectus in the form most recently furnished by the Trust in connection with the sale of Shares in Creation Units.
Appears in 1 contract
