Duties and Obligations of the Fund. (1) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration of the Fund in conformity with the requirements of the 0000 Xxx. (2) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification and registration of Shares of the Fund in conformity with the 1933 Act and any applicable state blue sky laws. (3) The Fund shall notify, or cause its designee to notify, the Sub-Distributor in writing of the jurisdictions in which the Shares are registered or exempt from registration and shall notify the Sub-Distributor promptly in writing of any changes to the information contained in the previous notification. (4) The Fund authorizes the Sub-Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with distribution of the Shares. (5) The Fund shall furnish the Sub-Distributor with sufficient copies of any and all: agreements, plans, communications with the public, or other materials which the Fund intends to use in connection with any sales of Shares in adequate time for the Sub-Distributor to review before they are distributed for use. In addition, the Fund agrees not to use any such materials until filed with and cleared for use by applicable regulatory authorities, if required, by any such authorities as well as by the Sub-Distributor, provided that the parties agree that the Distributor and/or the Fund, and not the Sub-Distributor, shall undertake to file such materials with the applicable regulatory authorities as required under applicable laws, rules and regulations. (6) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales. The Fund shall advise the Sub-Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise the Sub-Distributor promptly of any subsequent determination to accept such orders and make such sales.
Appears in 5 contracts
Samples: Underwriting Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC), Distribution Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC), Distribution Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)
Duties and Obligations of the Fund. (1) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration of the Fund in conformity with the requirements of the 0000 Xxx.
(2) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification and registration of Shares of the Fund in conformity with the 1933 Act and any applicable state blue sky laws...
(3) The Fund shall notify, or cause its designee to notify, the Sub-Distributor in writing of the jurisdictions in which the Shares are registered or exempt from registration and shall notify the Sub-Distributor promptly in writing of any changes to the information contained in the previous notification.
(4) The Fund authorizes the Sub-Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with distribution of the Shares.
(5) The Fund shall furnish the Sub-Distributor with sufficient copies of any and all: all agreements, plans, communications with the public, or other materials which the Fund intends to use in connection with any sales of Shares in adequate time for the Sub-Distributor to review and file such materials with the proper authorities before they are distributed for use. Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed with and cleared for use by applicable regulatory authoritiesuse, if required, by any such appropriate authorities as well as by the Sub-Distributor, provided that the parties agree that the Distributor and/or the Fund, and not the Sub-Distributor, shall undertake to file such materials with the applicable regulatory authorities as required under applicable laws, rules and regulations.
(6) The Fund acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Fund is for use by the Fund or its transfer agent, and that Distributor is not an agent of the Fund for NSCC purposes. The Fund shall comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares.
(7) Fund acknowledges that Distributor may, but shall not be obligated to, propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Upon receipt of such proposed amendment or supplement, the Fund shall either (i) prepare such amendment and/or supplement proposed by the Distributor, or (ii) provide to Distributor an opinion of counsel to the Fund, in a form satisfactory to Distributor and on which Distributor may rely, indicating that such proposed amendment and/or supplement is not necessary or advisable under applicable law. If Fund fails to perform either (i) or (ii) above within fifteen days after the Fund’s receipt of such proposed amendment or supplement, Distributor may, but shall not be obligated to, at its option, terminate this Agreement immediately.
(8) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund or Fund deems it advisable to accept such orders and to make such sales. The Fund or Fund shall advise the Sub-Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise the Sub-Distributor promptly of any subsequent determination to accept such orders and make such sales.
Appears in 1 contract
Samples: Underwriting Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)
Duties and Obligations of the Fund. (1) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration of the Fund in conformity with the requirements of the 0000 Xxx.
(2) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification and registration of Shares of the Fund in conformity with the 1933 Act and any applicable state blue sky laws...
(3) The Fund shall notify, or cause its designee to notify, the Sub-Distributor in writing of the jurisdictions in which the Shares are registered or exempt from registration and shall notify the Sub-Distributor promptly in writing of any changes to the information contained in the previous notification.
(4) The Fund authorizes the Sub-Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with distribution of the Shares.
(5) The Fund shall furnish the Sub-Distributor with sufficient copies of any and all: agreements, plans, communications with the public, or other materials which the Fund intends to use in connection with any sales of Shares in adequate time for the Sub-Distributor to review and file such materials with the proper authorities before they are distributed for use. Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed with and cleared for use by applicable regulatory authoritiesuse, if required, by any such appropriate authorities as well as by the Sub-Distributor, provided that the parties agree that the Distributor and/or the Fund, and not the Sub-Distributor, shall undertake to file such materials with the applicable regulatory authorities as required under applicable laws, rules and regulations.
(6) The Fund acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Fund is for use by the Fund or its transfer agent, and that Distributor is not an agent of the Fund for NSCC purposes. The Fund shall comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares.
(7) Fund acknowledges that Distributor may, but shall not be obligated to, propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Upon receipt of such proposed amendment or supplement, the Fund shall either (i) prepare such amendment and/or supplement proposed by the Distributor, or (ii) provide to Distributor an opinion of counsel to the Fund, in a form satisfactory to Distributor and on which Distributor may rely, indicating that such proposed amendment and/or supplement is not necessary or advisable under applicable law. If Fund fails to perform either (i) or (ii) above within fifteen days after the Fund’s receipt of such proposed amendment or supplement, Distributor may, but shall not be obligated to, at its option, terminate this Agreement immediately.
(8) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund or Fund deems it advisable to accept such orders and to make such sales. The Fund or Fund shall advise the Sub-Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise the Sub-Distributor promptly of any subsequent determination to accept such orders and make such sales.
Appears in 1 contract
Samples: Underwriting Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)
Duties and Obligations of the Fund. (1) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration of the Fund in conformity with the requirements of the 0000 Xxx.
(2) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification and registration of Shares of the Fund in conformity with the 1933 Act and any applicable state blue sky laws.
(3) The Fund shall notify, or cause its designee to notify, the Sub-Distributor in writing of the jurisdictions in which the Shares are registered or exempt from registration and shall notify the Sub-Distributor promptly in writing of any changes to the information contained in the previous notification.
(4) The Fund authorizes the Sub-Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with distribution of the Shares.
(5) The Fund shall furnish the Sub-Distributor with sufficient copies of any and all: all agreements, plans, communications with the public, or other materials which the Fund intends to use in connection with any sales of Shares in adequate time for the Sub-Distributor to review and file such materials with the proper authorities before they are distributed for use. Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed with and cleared for use by applicable regulatory authoritiesuse, if required, by any such appropriate authorities as well as by the Sub-Distributor, provided that the parties agree that the Distributor and/or the Fund, and not the Sub-Distributor, shall undertake to file such materials with the applicable regulatory authorities as required under applicable laws, rules and regulations.
(6) The Fund acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Fund is for use by the Fund or its transfer agent, and that Distributor is not an agent of the Fund for NSCC purposes. The Fund shall comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares.
(7) Fund acknowledges that Distributor may, but shall not be obligated to, propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Upon receipt of such proposed amendment or supplement, the Fund shall either (i) prepare such amendment and/or supplement proposed by the Distributor, or (ii) provide to Distributor an opinion of counsel to the Fund, in a form satisfactory to Distributor and on which Distributor may rely, indicating that such proposed amendment and/or supplement is not necessary or advisable under applicable law. If Fund fails to perform either (i) or (ii) above within fifteen days after the Fund’s receipt of such proposed amendment or supplement, Distributor may, but shall not be obligated to, at its option, terminate this Agreement immediately.
(8) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund or Fund deems it advisable to accept such orders and to make such sales. The Fund or Fund shall advise the Sub-Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise the Sub-Distributor promptly of any subsequent determination to accept such orders and make such sales.
(9) The Fund shall bear all costs and expenses in connection with registration of the Shares with the SEC and the applicable states, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders of its Fund, including but not limited to (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statement, as well as related advertising and sales literature, (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders of the Fund; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Fund.
Appears in 1 contract
Samples: Underwriting Agreement (Versus Capital Multi-Manager Real Estate Income Fund LLC)
Duties and Obligations of the Fund. (1) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the registration of the Fund in conformity with the requirements of the 0000 Xxx.
(2) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification and registration of Shares of the Fund in conformity with the 1933 Act and any applicable state blue sky laws.
(3) The Fund shall notify, or cause its designee to notify, the Sub-Distributor in writing of the jurisdictions in which the Shares are registered or exempt from registration and shall notify the Sub-Distributor promptly in writing of any changes to the information contained in the previous notification.
(4) The Fund authorizes the Sub-Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with distribution of the Shares.
(5) The Fund shall furnish the Sub-Distributor with sufficient copies of any and all: all agreements, plans, communications with the public, or other materials which the Fund intends to use in connection with any sales of Shares in adequate time for the Sub-Distributor to review and file such materials with the proper authorities before they are distributed for use. Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed with and cleared for use by applicable regulatory authoritiesuse, if required, by any such appropriate authorities as well as by the Sub-Distributor, provided that the parties agree that the Distributor and/or the Fund, and not the Sub-Distributor, shall undertake to file such materials with the applicable regulatory authorities as required under applicable laws, rules and regulations.
(6) The Fund acknowledges and agrees that the NSCC participant number established and maintained by the Distributor on behalf of the Fund is for use by the Fund or its transfer agent, and that Distributor is not an agent of the Fund for NSCC purposes. The Fund shall comply, or cause its transfer agent to comply, with the rules of the NSCC in the use of the Distributor’s NSCC membership to effect transactions in Shares.
(7) Fund acknowledges that Distributor may, but shall not be obligated to, propose from time to time such amendments or supplements to any Registration Statement as Distributor may deem to be necessary or advisable. Upon receipt of such proposed amendment or supplement, the Fund shall either (i) prepare such amendment and/or supplement proposed by the Distributor, or (ii) provide to Distributor an opinion of counsel to the Fund, in a form satisfactory to Distributor and on which Distributor may rely, indicating that such proposed amendment and/or supplement is not necessary or advisable under applicable law. If Fund fails to perform either (i) or (ii) above within fifteen days after the Fund’s receipt of such proposed amendment or supplement, Distributor may, but shall not be obligated to, at its option, terminate this Agreement immediately.
(8) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund or any Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund or Fund deems it advisable to accept such orders and to make such sales. The Fund or Fund shall advise the Sub-Distributor promptly of any determination to decline to accept orders for or make sales of the Shares, and shall advise the Sub-Distributor promptly of any subsequent determination to accept such orders and make such sales.
Appears in 1 contract
Samples: Underwriting Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)