Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws. (b) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. (c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination. (d) The Company agrees to advise the Distributor promptly in writing: (i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC. (e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. (f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. (h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 4 contracts
Samples: Distribution Agreement (Iaa Trust Tax Exempt Bond Fund Inc), Distribution Agreement (Iaa Trust Asset Allocation Fund Inc), Distribution Agreement (Iaa Trust Growth Fund Inc)
Duties and Representations of the Company. (a) A. The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation organization and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of IncorporationCharter Documents, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation Charter Documents and By-Laws.
(b) B. The Company Company, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor Underwriter to use the Prospectus, in the form furnished to the Distributor Underwriter from time to time, in connection with the sale of Shares.
(c) C. The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor Underwriter promptly of any such determination.
(d) D. The Company agrees to advise the Distributor Underwriter promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which that may from time to time be filed with the SEC.
(e) E. The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor Underwriter in writing of the states in which the Shares may be sold and shall notify the Distributor Underwriter in writing of any changes to such information.
(f) F. The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) G. The Company shall fully cooperate in the efforts of the Distributor Underwriter to sell and arrange for the sale of Shares and shall make available to the Distributor Underwriter a statement of each computation of net asset value. In addition, the Company shall keep the Distributor Underwriter fully informed of its affairs and shall provide to the Distributor Underwriter from time to time copies of all information, financial statements, and other papers that the Distributor Underwriter may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor Underwriter may request. The Company shall promptly forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filingsUnderwriter. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributora registered broker-dealer.
(h) H. The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor Underwriter and the services it provides that are based upon written information furnished by the Distributor Underwriter expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor Underwriter pursuant to this Agreement shall be true and correct in all material respects.
Appears in 3 contracts
Samples: Principal Underwriter Agreement (Masters Select Funds Trust), Principal Underwriter Agreement (Fremont Mutual Funds Inc), Principal Underwriter Agreement (Professionally Managed Portfolios)
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles Declaration of IncorporationCompany, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) The Company Company, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 3 contracts
Samples: Distribution Agreement (Aha Investment Funds Inc), Distribution Agreement (Aha Investment Funds Inc), Distribution Agreement (Aha Investment Funds Inc)
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing shall furnish to NLD copies of any financial statements or other documents required under the law Securities Act to be delivered to shareholders or investors at least two Fund Business Days prior to such delivery and shall furnish NLD copies of its jurisdiction all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of incorporation and registered as an open-end management investment company under the 1940 ActShares. The Company agrees that it will act in material conformity with its Articles shall make available to NLD the number of Incorporation, By-Laws, its Registration Statement copies of the Funds’ Prospectuses as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-LawsNLD shall reasonably request.
(b) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectustake, in the form furnished to the Distributor from time to time, in connection with subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of SharesShares as reasonably may be expected to be sold pursuant to this Agreement.
(c) The Company represents will execute any and agrees all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all Shares fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be sold required to qualify as a foreign corporation or other association in any State except as required by itapplicable law. Any registration or qualification may be withheld, including those offered under this Agreement, are validly authorized and, when issued in accordance with terminated or withdrawn by the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund Funds at any time in response its discretion. NLD shall furnish such information and other material relating to conditions its affairs and activities as the Funds require in the securities markets connection with such registration or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determinationqualification.
(d) The Company agrees represents and warrants to advise the Distributor promptly in writingNLD that:
(i) It is a corporation duly organized and existing and in good standing under the laws of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectusstate of Texas;
(ii) in the event of the issuance It is empowered under applicable laws and by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purposeits Organic Documents to enter into and perform this Agreement;
(iii) of All proceedings required by the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order Organic Documents have been taken to make the statements therein not misleading; andauthorize it to enter into and perform its duties under this Agreement;
(iv) It is an open-end management investment company registered with the SEC under the 1940 Act;
(v) All Shares, when issued, shall be validly issued, fully paid and non-assessable;
(vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of all actions taken the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(vii) The performance by the SEC Company of its obligations hereunder does not and will not contravene any provision of the Company’s Articles of Incorporation.
(viii) The Registration Statement is currently effective and will remain effective throughout the term of this Agreement with respect to any amendments all Shares of the Funds being offered for sale;
(ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder;
(x) The Registration Statement and Prospectus contain or will contain in all material respects, all statements required to any be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus which are or will be true and correct in all material respects, at the time indicated or on the effective date as the case may from time to time be filed with be; and neither the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may nor any Prospectus, when they shall become effective or be necessary in order that its Registration Statement and Prospectus authorized for use, will not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading.misleading to a purchaser of Shares;
(gxi) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor It will from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and file such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, amendment or amendments to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and Prospectus as, in the light of then-current and then-foreseeable prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any advertisements statements therein not misleading to a purchaser of Shares ("Required Amendments");
(xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and sales literature unconditional; and
(xiii) All Shares of the Company Fund are properly registered in the states as required by applicable state laws; and
(excluding statements relating xiv) Any amendment to the Distributor Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain in all material respects all statements required to be stated therein in accordance with the 1940 Act and the services rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it provides that are based upon written information furnished by becomes effective, in all material respects be true and correct at the Distributor expressly for inclusion therein) shall not contain any time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of the Shares.
(xv) In connection with any Registered Representatives maintained under this Agreement, the Company agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a Registered Representatives registration status.
(xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Company shall ensure that all statements the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Company and/or its service providers.
(xvii) NLD may rely on and will be held harmless from relying on oral or information furnished written instructions it receives from an officer, adviser, or legal counsel to the Distributor pursuant to this Agreement shall be true and correct in all material respectsCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (Dominion Funds Inc), Underwriting Agreement (Dominion Funds Inc)
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 2 contracts
Samples: Distribution Agreement (Hennessy Mutual Funds Inc), Distribution Agreement (Hennessy Funds Inc)
Duties and Representations of the Company. (a) A. The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation organization and is registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, its By-Laws, its Registration Statement Statement, as may be amended from time to time time, and the resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, Act and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) B. The Company Company, or its agent, shall take or cause to be taken taken, all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) C. The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"), including any and all applicable interpretation of such by the staff of the SEC. The Company shall advise the Distributor promptly of any such determination.
(d) D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus Prospectus, which may from time to time be filed with the SEC.
(e) E. The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) F. The Company agrees to file from time to time time, such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) G. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor Distributor, from time to time time, copies of all information, financial statements, statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
(h) H. The Company represents and warrants that its Registration Statement and any advertisements and sales literature of prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 2 contracts
Samples: Distribution Agreement (Julius Baer Global Equity Fund Inc), Distribution Agreement (Julius Baer Global Equity Fund Inc)
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and Maryland is registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, its By-Laws, its Registration Statement Statement, as may be amended from time to time time, and the resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, Act and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) The Company Company, or its agent, shall take or cause to be taken taken, all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor Underwriter to use the Prospectus, in the form furnished to the Distributor Underwriter from time to time, in connection with the sale of Shares.
(c) The Company represents and agrees that all Shares shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("“SEC"”). The Company shall advise the Distributor Underwriter promptly of any such determination.
(d) The Company agrees to advise the Distributor Underwriter promptly in writing:
(i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor Underwriter in writing of the states in which the Shares may be sold and shall notify the Distributor Underwriter in writing of any changes to such information.
(f) The Company agrees to file from time to time time, such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 2 contracts
Samples: Principal Underwriting Agreement (Stock Car Stocks Mutual Fund Inc), Principal Underwriting Agreement (Stock Car Stocks Mutual Fund Inc)
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. 4.1 The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to inform the Distributor from time to time of the states in which the Company has registered or otherwise qualified Shares for sale, or where sales are exempt from registration or qualification and the Company agrees at its own expense 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 of the Shares for sale in such states as Distributor and Company may jointly determine.
4.2 The Company shall furnish from time to time, for use in connection with the sale of the Shares.
, the current form of the Prospectus including copies in such quantities as Distributor may reasonably request, and any supplemental information authorized to be used with respect to selling Shares of the Funds; and the Company warrants that the statements contained in any such supplemental information fairly show or represent what they purport to show or represent. The Company shall also furnish Distributor upon request with: (a) copies of the Funds’ annual and semi-annual report to shareholders as required by the 1940 Act, (b) a quarterly list of the securities in the Funds as contained in the Company’s most recent filing on form N-CSR or form N-Q, and (c) from time to time such additional information regarding the financial condition of the Company as Distributor may reasonably request.
4.3 The Company represents and agrees warrants to Distributor that the Registration Statement has been prepared in conformity with requirements of the Securities Act and the 1940 Act and rules and regulations of the Commission thereunder. The Registration Statement contains all statements required to be stated therein in conformity with the 1940 Act and the rules and regulations of the Commission thereunder, and all statements of fact contained in the Registration Statement are true and correct in all material respects. Furthermore, the Registration Statement does not include any 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 to a purchaser of the Shares. The foregoing representations and warranties shall continue throughout the term of this Agreement and be deemed to be of a continuing nature, applicable to all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. distributed hereunder.
4.4 The Company further may use, or may request Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which Distributor will not review the orders. Under such circumstances, the Company acknowledges and agrees that it shall have the right to suspend the sale of Shares of will independently determine that any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted third party used by the 1940 Act or Company to process orders is a satisfactory service provider and that the rules Distributor’s review of the Securities and Exchange Commission ("SEC")orders will not be necessary. The Company shall advise the Distributor promptly of foregoing does not imply that any such determinationorder review obligations apply to orders that are transmitted directly to the Company or its transfer agent, by means other than electronically by dealers, selling members and other intermediaries whose accounts are established at the transfer agent.
(d) 4.5 The Company agrees to advise the Distributor promptly in writing:
the event of (i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC Commission of any stop-stop order suspending the effectiveness of the Registration Statement then in effect or the initiation by service of process on the Company of any proceeding for that purpose;
; (iiiii) of the happening of any event which that makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such the Prospectus in order to make the statements therein not misleading; and
and (iviii) of all actions taken any request by the SEC Commission for amendments to the Prospectus or any action of the Commission with respect to any amendments amendment to any Registration Statement or the Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may Commission, which could reasonably be required under applicable federal and state laws and regulationsexpected to have a material negative impact upon the offering of Shares. The Company shall notify the Distributor in writing For purposes of this section, informal requests by or acts of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts staff of the Distributor Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to sell and arrange for have a material negative impact upon the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution offering of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 2 contracts
Samples: Distribution Agreement (Excelsior Funds Inc), Distribution Agreement (Excelsior Tax Exempt Funds Inc)
Duties and Representations of the Company. (a) A. The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation organization and is registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, its By-Laws, its Registration Statement Statement, as may be amended from time to time time, and the resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, Act and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's ’s Articles of Incorporation and By-Laws.
(b) B. The Company Company, or its agent, shall take or cause to be taken taken, all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) C. The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("“SEC"”), including any and all applicable interpretation of such by the staff of the SEC. The Company shall advise the Distributor promptly of any such determination.
(d) D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus Prospectus, which may from time to time be filed with the SEC.
(e) E. The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) F. The Company agrees to file from time to time time, such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) G. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor Distributor, from time to time time, copies of all information, financial statements, statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
(h) H. The Company represents and warrants that its Registration Statement and any advertisements and sales literature of prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 2 contracts
Samples: Distribution Agreement (Artio Global Equity Fund Inc), Distribution Agreement (Artio Global Equity Fund Inc)
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles Declaration of IncorporationCompany, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's ’s Articles of Incorporation and By-Laws.
(b) The Company Company, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Duties and Representations of the Company. (a) The Company enters into the following covenants and makes the following representations:
a. The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company agrees Act and that it has and will continue to act in material conformity with its Articles the Declaration of IncorporationTrust, By-Laws, its Registration Statement as may be amended from time to time Prospectuses and resolutions and other instructions of its BoardBoard of Trustees and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Fund are offered and sold, and the rules and regulations thereunder;
b. The Company shall take all necessary action to maintain the registration of the shares of the Fund under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of shares and for supplying information, prices and other data to be furnished by the Company;
c. The Company shall qualify and maintain the qualification of an appropriate number of shares of the Fund and otherwise take all actions which may be reasonably necessary in the discretion of the Company's officers in connection with the qualification of the shares of the Fund for sale in such states as the Distributor and the Company may approve, and the Company shall pay all expenses which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its own qualification as a broker under State or Federal laws;
d. The Company represents and warrants to the Distributor that the Registration Statement contains, and that the Prospectuses at all times will contain, all statements required by the 1933 Act, the 1940 Act and the rules and regulations of the Commission, and are in conformity with and will in all material respects conform to the applicable requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty in this Section 4 shall apply to statements made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Distributor specifically for inclusion in the Registration Statement or Prospectuses.
e. The Company agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary in order to comply in all material respects with the 1933 Act, the 1940 Act, Act and all other applicable federal and state securities laws and regulationsin order that there may be no untrue statement of a material fact in the Registration Statement or Prospectuses, or necessary in order that there may be no omission to state a material fact in the Registration Statement or prospectuses which omission would make the statements therein misleading. If the Company shall not propose an amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company represents shall give the Distributor notice and warrants copies within a reasonable period of time prior to the filing of any amendment to the Registration Statement or supplement to the Prospectuses; provided, however, that nothing contained in this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and shall in any way limit the Company's Articles right to file at any time such amendments to the Registration Statement and/or supplements to the Prospectuses, of Incorporation whatever character, as the Company may deem advisable, such right being in all respects absolute and By-Laws.unconditional;
(b) f. The Company shall take shall, at its expense, keep the Distributor fully informed with regard to its affairs including, without limitation, all material communications with the Commission or cause to be taken all necessary action to register Shares its staff and state securities regulators by or on behalf of the Funds under the 1933 Act Company, and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to connection therewith shall furnish the Distributor from time to timetime such information as the Distributor may reasonably request, and the Company warrants that the statements contained in connection any such information shall be true and correct. The Company shall also furnish the Distributor with: (a) annual audited reports of the Company's books and accounts with respect to the sale Fund, made by independent public accountants regularly retained by the Company; (b) semi-annual reports with respect to the Fund prepared by or on behalf of Shares.
the Company; (c) materials submitted to the Company's Board of Trustees and minutes of meetings of the Company's Board of Trustees; and (d) copies of any correspondence between the Commission or its staff and the Company or its agents or representatives.
g. The Company represents shall cause the Company's other service providers to provide such information and agrees reports as the Distributor may reasonably request including, without limitation, certifications and supporting documentation regarding compliance with applicable federal and state laws, rules and regulations;
h. In addition to the information and reports provided in Section (2) above and without limiting the reports that may be requested under paragraph 4(g) above, the Company shall (1) cause the Company's other service providers to provide (i) promptly after the end of each month a report created by the Price Waterhouse Blue II blue sky computer system known as the "Registration Period Sales Report" (the "PW Report") or a report providing substantially the same information as the PW Report, together with current exemption codes being used, (ii) copies of all Shares non-routine correspondence from or to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance state securities regulators and (2) promptly inform Sunstone of each instance of non-compliance with applicable blue sky laws which comes to the description in attention of the Prospectus, will be fully paid and nonassessable. Company.
i. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund shares at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares shares of any the Fund at any time permitted by the 1940 Act or the rules and regulations of the Securities Commission, and Exchange Commission ("SEC"). The the Company shall advise the Distributor promptly of any such determination.suspension;
(d) j. The Company reserves the right to reject any order for shares but will not do so arbitrarily or without reasonable cause; and
k. The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication request by the SEC or its staff relating to the Funds, including requests by the SEC Commission for amendments to the Registration Statement or ProspectusProspectuses;
(ii) in the event of the issuance by the SEC Commission of any stop-stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation of any proceeding for that purpose;; and
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus Registration Statement or Prospectuses or which requires the making of a change in such Prospectus Registration Statement or Prospectuses in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Samples: Distribution Agreement (Haven Capital Management Trust)
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's ’s Articles of Incorporation and By-Laws.
(b) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("“SEC"”). The Company shall advise the Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company Act and agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company or its agent shall file such reports and other documents as may be required to be filed by it under applicable federal and state laws and regulations. The Company or its agent shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Duties and Representations of the Company. (a) The Company shall furnish to the Distributor copies of all financial statements and other documents to be delivered to shareholders or investors and shall furnish the Distributor copies of all other financial statements, documents and other papers or information which the Distributor may reasonably request for use in connection with the distribution of Shares. The Company shall make available to the Distributor the number of copies of the Prospectuses of the Fund's of the Company as the Distributor shall reasonably request.
(b) The Company shall take, from time to time, subject to the approval of its Board and any required approval of the shareholders of the Company, all action necessary to fix the number of authorized Shares (if such number is not limited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement.
(c) The Company shall execute any and all documents, furnish to the Distributor any and all information and otherwise take all actions that may be reasonably necessary and cooperate with the Distributor and all other parties in taking any action as may be reasonably necessary to register or qualify the Company's Shares for sale under the securities laws of the various states of the United States and other jurisdictions ("States"). Any registration or qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such registration or qualification.
(d) The Company represents that it and warrants to the Distributor that:
(i) It is a business trust duly organized and existing and in good standing under the law laws of the Commonwealth of Massachusetts;
(ii) It is empowered under applicable laws and by its jurisdiction of incorporation Organic Documents to enter into and perform this Agreement;
(iii) All proceedings required by the Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement;
(iv) It is registered as an open-end management investment company with the SEC under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.;
(bv) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of All Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in Organic Documents and the Prospectusrelevant prospectus, will shall be validly issued, fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectusnon-assessable;
(iivi) in the event This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the issuance by Company, enforceable against the SEC Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of any stop-order suspending general application affecting the effectiveness rights and remedies of the Registration Statement then in effect or the initiation of any proceeding for that purposecreditors and secured parties;
(iiivii) The performance by the Company of the happening its obligations hereunder does not and will not contravene any provision of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; andits Organic Documents;
(ivviii) of all actions taken by The Company's Registration Statement is currently effective and, unless the SEC Company gives the Distributor notice to the contrary, will remain effective with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with all Shares of the SEC.Company's Funds and Classes thereof being offered for sale;
(eix) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes It will use its best efforts to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order ensure that its Registration Statement and Prospectus Prospectuses have been or will not be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder;
(x) It will use its best efforts to ensure that (A) its Registration Statement and Prospectuses contain or will contain all material statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder, (B) all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and correct in all material respects at the time indicated or on the effective date as the case may be and (C) neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading.misleading to a purchaser of Shares;
(gxi) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor It will from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and file such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports amendment or amendments to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectuses at all times contain all material facts required to be stated therein or necessary to make any advertisements and sales literature statements therein not misleading to a purchaser of Shares ("Required Amendments");
(xii) It shall not file any amendment to its Registration Statement or Prospectuses without giving the Distributor reasonable advance notice thereof (which shall be at least three Fund business days); provided, however, that nothing contained in this Agreement shall in any way limit the Company's right to file at any time such amendments to its Registration Statement or Prospectuses, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional; and
(excluding xiii) It will use its best efforts to ensure that (A) any amendment to its Registration Statement or Prospectuses hereafter filed will, when it becomes effective, contain all material statements relating required to be stated therein in accordance with the Distributor 1940 Act and the services rules and regulations thereunder, (B) all statements of fact contained in the Registration Statement or Prospectuses will be true and correct in all material respects at the time indicated or on the effective date as the case may be and (C) no such amendment, when it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any becomes effective, will include an untrue statement of a material fact or will omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to a purchaser of the Distributor pursuant to this Agreement shall be true and correct in all material respectsShares.
Appears in 1 contract
Duties and Representations of the Company. (a) The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Company Act and agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence SEC deficiency letters or other communication by the SEC or its staff relating responses thereto, amendments to the FundsRegistration Statement or supplements to the Prospectus, including and of any requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;; and
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company or its agent shall file such reports and other documents as may be required to be filed by it under applicable federal and state laws and regulations. The Company or its agent shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Duties and Representations of the Company. (a) 3.1 The Company Fund represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an opena closed-end management investment company under the 1940 Act. The Company agrees Act and that it has and will continue to act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement registration statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees Board of Directors and has and will continue to comply in with all material respects with applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which shares of the Funds are offered and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Actsold, state law and the Company's Articles of Incorporation rules and By-Lawsregulations thereunder.
(b) 3.2 The Company shall take or cause to be taken all necessary action to register Shares and maintain the registration of the Funds Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Company hereunder.
3.3 The Company shall execute any and all documents and furnish any and all information and otherwise take all actions which may be reasonably necessary in the discretion of the Company’s officers in connection with the qualification of the Shares for sale in such states as Distributor and the Company may approve, shall maintain the qualification of a sufficient number or amount of shares thereunder, and shall pay all costs and expenses in connection with such qualification. The Company shall notify the Distributor, or cause it to be notified, of the states in which the Shares may be sold and shall notify the Distributor of any change to the information.
3.4 The Company shall, at its expense, keep the Distributor fully informed with regard to its affairs. In addition, the Company shall furnish Distributor from time to time such information, documents and reports with respect to the Fund and the Shares as Distributor may reasonably request, and the Company warrants that the statements contained in any such information shall be true and correct and fairly represent what they purport to represent.
3.5 The Company represents to Distributor that all registration statements and prospectuses of the Fund filed or to be filed with the Commission under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished 1940 Act with respect to the Distributor from time to time, Shares have been and will be prepared in connection conformity with the sale requirements of Shares.
the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. As used in this Agreement the terms “registration statement” and “prospectus” shall mean any registration statement and prospectus (ctogether with the related statement of additional information) at any time now or hereafter filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will be filed with said Commission. The Company represents and agrees warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all Shares information contained in the registration statement and prospectus will be true and correct in all material respects when such registration statement becomes effective; and that neither the 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 sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with stated therein or necessary to make the description in the Prospectus, will be fully paid and nonassessablestatements therein not misleading. The Company further agrees that it shall have to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to comply with the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, 1933 Act and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act and in order that there may be no untrue statement of a material fact in a registration statement or prospectus, or necessary or required in order that there may be no omission to state a material fact in the rules of registration statement or prospectus which omission would make the Securities and Exchange Commission ("SEC")statements therein misleading. The Company shall promptly notify the Distributor of any advice given to it by counsel to the Fund regarding the necessity or advisability of amending or supplementing the registration statement.
3.6 The Company shall not file any amendment to the registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance and if the Distributor declines to assent to such amendment (after a reasonable time), the Company may terminate this Agreement forthwith by written notice to the Distributor without payment of any penalty. If the Company shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Company of a written request in good faith from Distributor to do so, Distributor may, at its option, immediately terminate this Agreement. In addition, if, at any time during the term of this Agreement, the Distributor requests the Company to make any change in its governing instruments or in its methods of doing business which are necessary in order to comply with any requirement of applicable law or regulation, and the Company fails to make any such change as requested, the Distributor may terminate this Agreement forthwith by written notice to the Company without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Company’s right or obligation to file at any time any amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Company may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional.
3.7 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, any Shares until such time as it deems it advisable to accept such orders and to make such sales and the Company shall advise the Distributor promptly of any such determination.
(d) 3.8 The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC Commission or its staff relating to the Funds, Funds including requests by the SEC Commission for amendments to the Registration Statement registration statement or Prospectusprospectuses;
(ii) in the event of the issuance by the SEC Commission of any stop-stop order suspending the effectiveness of the Registration Statement registration statement or prospectuses then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus registration statement or prospectuses or which requires the making of a change in such Prospectus registration statement or prospectuses in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC Commission with respect to any amendments to any Registration Statement registration statement or Prospectus prospectus which may from time to time be filed with the SECCommission.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Samples: Distribution Agreement (Access Capital Strategies Community Investment Fund Inc/Ma)
Duties and Representations of the Company. (a) A. The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation organization and is registered as an open-open- end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, By-its By- Laws, its Registration Statement Statement, as may be amended from time to time time, and the resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, Act and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.
(b) B. The Company Company, or its agent, shall take or cause to be taken taken, all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) C. The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) E. The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) F. The Company agrees to file from time to time time, such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) G. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor Distributor, from time to time time, copies of all information, financial statements, statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of a reasonable period after any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) H. The Company represents and warrants that its Registration Statement and any advertisements and sales literature of prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material Material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Duties and Representations of the Company. (a) The Company shall furnish to the Distributor copies of all financial statements and other documents to be delivered to shareholders or investors and shall furnish the Distributor copies of all other financial statements, documents and other papers or information which the Distributor may reasonably request for use in connection with the distribution of Shares. The Company shall make available to the Distributor the number of copies of the Prospectuses of the Fund's of the Company as the Distributor shall reasonably request.
(b) The Company shall take, from time to time, subject to the approval of its Board and any required approval of the shareholders of the Company, all action necessary to fix the number of authorized Shares (if such number is not limited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement.
(c) The Company shall execute any and all documents, furnish to the Distributor any and all information and otherwise take all actions that may be reasonably necessary and cooperate with the Distributor and all other parties in taking any action as may be reasonably necessary to register or qualify the Company's Shares for sale under the securities laws of the various states of the United States and other jurisdictions ("States"). Any registration or qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such registration or qualification.
(d) The Company represents that it and warrants to the Distributor that:
(i) It is a corporation duly organized and existing and in good standing under the law laws of the State of Maryland;
(ii) It is empowered under applicable laws and by its jurisdiction of incorporation Organic Documents to enter into and perform this Agreement;
(iii) All proceedings required by the Organic Documents have been taken to authorize it to enter into and perform its duties under this Agreement;
(iv) It is registered as an open-end management investment company with the SEC under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles of Incorporation and By-Laws.;
(bv) The Company shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of All Shares.
(c) The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in Organic Documents and the Prospectusrelevant prospectus, will shall be validly issued, fully paid and nonassessable. non-assessable;
(vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(vii) The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted performance by the 1940 Act or the rules Company of the Securities its obligations hereunder does not and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly will not contravene any provision of any such determinationits Articles of Incorporation.
(dviii) The Company's Registration Statement is currently effective and, unless the Company agrees to advise gives the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its staff relating notice to the Fundscontrary, including requests by will remain effective with respect to all Shares of the SEC Company's Funds and Classes thereof being offered for amendments to the Registration Statement or Prospectussale;
(iiix) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order It will use its best efforts to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order ensure that its Registration Statement and Prospectus Prospectuses have been or will not be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder;
(x) It will use its best efforts to ensure that (A) its Registration Statement and Prospectuses contain or will contain all material statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder, (B) all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and correct in all material respects at the time indicated or on the effective date as the case may be and (C) neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading.misleading to a purchaser of Shares;
(gxi) The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor It will from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and file such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports amendment or amendments to shareholders as the Distributor may request. The Company shall forward three copies of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) The Company represents and warrants that its Registration Statement and Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectuses at all times contain all material facts required to be stated therein or necessary to make any advertisements and sales literature statements therein not misleading to a purchaser of Shares ("Required Amendments");
(xii) It shall not file any amendment to its Registration Statement or Prospectuses without giving the Distributor reasonable advance notice thereof (which shall be at least three Fund business days); provided, however, that nothing contained in this Agreement shall in any way limit the Company's right to file at any time such amendments to its Registration Statement or Prospectuses, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional; and
(excluding xiii) It will use its best efforts to ensure that (A) any amendment to its Registration Statement or Prospectuses hereafter filed will, when it becomes effective, contain all material statements relating required to be stated therein in accordance with the Distributor 1940 Act and the services rules and regulations thereunder, (B) all statements of fact contained in the Registration Statement or Prospectuses will be true and correct in all material respects at the time indicated or on the effective date as the case may be and (C) no such amendment, when it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any becomes effective, will include an untrue statement of a material fact or will omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to a purchaser of the Distributor pursuant to this Agreement shall be true and correct in all material respectsShares.
Appears in 1 contract
Duties and Representations of the Company. (a) A. The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation organization and registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles Declaration of IncorporationCompany, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's Articles Declaration of Incorporation Company and By-Laws.
(b) B. The Company Company, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) C. The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Company shall advise the Distributor promptly of any such determination.
(d) D. The Company agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) E. The Company shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) F. The Company agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) G. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
(h) H. The Company represents and warrants that its Registration Statement and any advertisements and sales literature of the Company (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Duties and Representations of the Company. (a) A. The Company represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation organization and is registered as an open-end management investment company under the 1940 Act. The Company agrees that it will act in material conformity with its Articles of Incorporation, its By-Laws, its Registration Statement Statement, as may be amended from time to time time, and the resolutions and other instructions of its Board. The Company agrees to comply in all material respects with the 1933 Act, the 1940 Act, Act and all other applicable federal and state laws and regulations. The Company represents and warrants that this Agreement has been duly authorized by all necessary action by the Company under the 1940 Act, state law and the Company's ’s Articles of Incorporation and By-Laws.
(b) B. The Company or its agent, shall take or cause to be taken taken, all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
(c) C. The Company represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Company further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("“SEC"”), including any and all applicable interpretation of such by the staff of the SEC. The Company shall advise the Distributor promptly of any such determination.
(d) D. The Company agrees to advise the Distributor promptly in writing:
: (i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
; (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and
and (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.
(e) E. The Company shall file such reports and other documents necessary for achieving the purpose of this Agreement, as may be required under applicable federal and state laws and regulations. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
(f) F. The Company agrees to file file, from time to time time, such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) G. The Company shall fully use reasonable effort to cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor Distributor, from time to time time, copies of all information, financial statements, statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward three copies a copy of any SEC filings, including the Registration Statement, to the Distributor within one (1) business day of any such filings. The Company represents that it will not use use, or authorize the use of of, any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or any other applicable limitation on disclosure, including any applicable attorney-client privilege or trade secret materials.
(h) H. The Company represents and warrants that its Registration Statement and any advertisements and sales literature of prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
Appears in 1 contract
Samples: Distribution Agreement (Permanent Portfolio Family of Funds Inc)
