DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the Company agrees to sell its Shares so long as it has Shares available. 5.2 The Company shall furnish ASM copies of all information, financial statements and other papers which ASM may reasonable request for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request. 5.3 The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading. 5.4 The Company shall use its best efforts to qualify and maintain the qualification of any appropriate number of Shares for sale under the securities laws of such states as ASM and the Company may approve; provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualifications.
Appears in 4 contracts
Samples: Underwriting and Distribution Agreement (American Skandia Advisor Funds Inc), Underwriting and Distribution Agreement (Strategic Partners Mutual Funds, Inc.), Underwriting and Distribution Agreement (American Skandia Advisor Funds Inc)
DUTIES OF THE COMPANY. 5.1 Subject (a) The Company agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the possible suspension of Distributor and in accordance with the sale of Shares as provided hereinprocedures described in the Prospectus, the Company agrees reserves the right to sell its Shares so long as it has Shares availablereject any order for Creation Units or to stop all receipts of such orders at any time.
5.2 (b) The Company shall furnish ASM agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act.
(c) The Company will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of all informationsemi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, financial statements and (iii) such other papers which ASM may reasonable request publicly available information for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. Creation Units.
(d) The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall use its best efforts to qualify and maintain the qualification inform Distributor of any appropriate number of such jurisdictions in which the Company has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Company that such sale or sales were unauthorized at the time of such states as ASM sale or sales. The Distributor acknowledges and the Company may approve; provided agrees that the Company shall not be required reserves the right to amend its Articles of Incorporation or By-Laws suspend sales and Distributor’s authority to comply with the laws of any state, to maintain an office in any state, to change the terms review and approve orders for Creation Units on behalf of the offering of Shares Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out judgment of the offering Company, it is in the best interests of Sharesthe Company to do so. Any Suspension will continue for such qualification period as may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne determined by the Company. ASM .
(e) The Company shall furnish arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market.
(f) The Company will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such information disclosures are in all marketing and other material relating to its affairs and activities as may be required advertising materials prepared by the Company in connection with such qualificationsCompany.
Appears in 4 contracts
Samples: Etf Distribution Services Agreement (Leuthold Funds Inc), Distribution Agreement (RBB Fund, Inc.), Distribution Agreement (AB Active ETFs, Inc.)
DUTIES OF THE COMPANY. 5.1 Subject 7.1 The Company, on behalf of the Underwriter, shall keep records showing the amount of any contribution to or withdrawal from any Account or subaccount investing in the Trust, which does not reflect an automatic transaction under a contract or policy (such as investments of net premium, death of insureds, deductions of fees and charges, transfers, surrenders, loans, loan repayments, deduction of loan interest, lapses, reinstatements, and similar automatic transactions), which records shall also include the name of the Company officer ordering the transaction and the date and time of day the transaction was ordered. It is hereby agreed that any issuance, redemption or repurchase of Trust shares relating to any such non-automatic transaction shall be at the Trust's net asset value next computed after the date and time of said order, and said order shall become irrevocable at the time as of which such value is next determined. The Company shall also maintain, on behalf of the Underwriter, records of the dates and times of day at which all transactions occur, with the share and dollar amounts of such transactions, and all other records required by the Securities Exchange Act of 1934 and rules thereunder with respect to the possible suspension issuance, redemption or repurchase of Trust shares. All records required by this paragraph to be maintained by the Company shall (i) be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the Securities Exchange Act of 1934, (ii) be and remain the property of the sale Underwriter, and (iii) be at all times subject to inspection by the SEC in accordance with Section 17(a) of Shares as such Act, and (iv) be surrendered promptly upon request without charge except for reimbursement of reasonable expenses.
7.2 To the extent not required to be provided hereinby the Underwriter pursuant to its Investment Advisory Agreement with the Trust, the Company agrees shall provide all management, administrative, legal, clerical, accounting, and recordkeeping services necessary or appropriate to sell conduct the Trust's business and day-to-day operations (other than (A) investment advisory, custodial and transfer agent services, which shall be provided to the Trust pursuant to separate agreements and (B) services provided by outside legal counsel and independent auditors retained by the Trust). These services shall include:
(i) overseeing the Trust's insurance relationships;
(ii) preparing and or filing on behalf of the Trust (or assisting counsel and/or auditors in the preparation of) all required tax returns, proxy statements and reports to the Trust's Shareholders (and, as conceptualized by the SEC, Contractowners) and Trustees and reports to and other filings with the SEC (including, without limitation, the Trust's annual report to the SEC), and any other governmental agency, including any filings necessary to maintain registrations and qualifications of the Trust and its Shares so long as it has Shares available.
5.2 The Company shall furnish ASM copies shares under Federal and state law, together with the preparation of all information, related financial statements (the Underwriter and Trust agreeing to supply or cause to be supplied to the Company all necessary financial and other papers which ASM may reasonable request for use information in connection with the distribution of Shares, foregoing);
(iii) preparing and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 The Company shall take, from time to time, but subject to the necessary approval or filing on behalf of the Board of Directors Trust such applications and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps reports as may be necessary to register or maintain the Trust's registration and/or the registration of the shares of the Trust under the securities or "Blue Sky" laws of the various states selected by the Trust's distributor, together with the preparation of related financial statements, (the Fund or Funds agreeing to pay all filing fees or other similar fees in connection therewith);
(iv) overseeing all relationships between the Trust, and its service providers, agents and/or designees, including any custodian, transfer agent, and dividend disbursing agent, independent auditor and outside legal counsel, including assistance in selection of such service providers agents and/or designees, the negotiation of agreements and the supervision of the performance of such agreements;
(v) authorizing and directing any of the Company's Directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected; and
(vi) providing the services of individuals competent to perform all of the Trust's executive, administrative, compliance and clerical functions that are not performed by or through employees or other persons, agents or designees engaged by the Trust.
7.3 In providing accounting services in connection with Section 7.2, the Company may arrange with the Underwriter to delegate to the Underwriter the performance of some or all of the accounting services.
7.4 In connection with the services furnished in Section 7.2, the Company shall furnish personnel, and for the use of such personnel shall furnish office space and all necessary office facilities, business equipment, supplies, utilities and telephone service. In providing such services, the Company shall be at all times subject to the supervision and review of the Board of Trustees and in compliance with all applicable provisions, as in effect from time to time, of the Trust's Master Trust Agreement, Bylaws, Prospectus, the 1940 Act and regulations thereunder, and any other applicable laws and regulations. Trust records maintained by the Company hereunder shall be and remain the property of the Trust and shall be promptly surrendered or made available to the Trust or its designee, without charge, except for reimbursement of expenses for surrender of such documents, upon request by the Trust or upon termination of this Agreement.
7.5 The Company shall provide to the Trust one complete copy of all registration statements, Account Prospectuses, reports, solicitations for voting instructions, sales literature and other promotional material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to either Account or its respective Contracts or Policies, contemporaneously with the filing of such document with the SEC or other regulatory authorities.
7.6 The Company shall mail or otherwise distribute such proxy cards and other material supplied to it by the Trust in connection with Shareholder meetings of the Trust and shall receive, examine and tabulate returned proxies and voting instructions and certify the vote of each Fund of the Trust.
7.7 If and to the extent required by law, and so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges, the Company shall, subject to Section 8 below:
(i) prepare, set in type, print in quantity and distribute proxy materials (including proxy statements, proxy cards and voting instruction forms) relating to either the Trust or either Account and the processing, including tabulation, of the results of voting instruction and proxy solicitations;
(ii) solicit voting instructions from Contractowners;
(iii) vote Fund shares in accordance with instructions received from Contractowners;
(iv) vote Fund shares for which no instructions have been received, as well as Fund shares attributable to the Company other than under Contracts or Policies, in the same under proportion as shares of such Fund for which instructions have been received; The Company reserves the Securities Actright to vote Fund shares held in any segregated asset account or in its general account in its own right, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleadingextent permitted by law.
5.4 The Company shall use its best efforts to qualify and maintain the qualification of any appropriate number of Shares for sale under the securities laws of such states as ASM and the Company may approve; provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualifications.
Appears in 4 contracts
Samples: Underwriting and Administrative Services Agreement (Usaa Life Investment Trust), Underwriting and Administrative Services Agreement (Separate Account of Usaa Life Insurance Co), Underwriting and Administrative Service Agreement (Usaa Life Investment Trust)
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the Company agrees to sell its Shares so long as it has Shares available.
5.2 3.1 The Company shall furnish ASM promptly provide MaplesFS with all Proper Instructions and information enabling MaplesFS to perform the Services whether or not Proper Instructions have been sought by MaplesFS.
3.2 The Company shall:
(a) promptly provide MaplesFS on request with all information regarding the identity of the Shareholders;
(b) promptly provide MaplesFS with all Proper Instructions and information enabling MaplesFS to perform the Services whether or not Proper Instructions have been sought by MaplesFS including, without limitation, details of every allotment, issue, transfer, conversion, redemption and/or repurchase of shares;
(c) not itself prepare, or instruct any other person to prepare, or issue any share certificates;
(d) supply MaplesFS with blank forms of share certificates if required;
(e) on receipt of any document affecting the title to the Shares, promptly send a copy of such document to MaplesFS;
(f) retain, for a period of six years after the termination of the appointment of MaplesFS, every cancelled share certificate during the period of such appointment; and
(g) promptly upon their adoption, provide MaplesFS with properly certified copies or authenticated copies of the constitutional documents and (promptly upon their adoption, execution or passing (as appropriate)) all informationamendments or supplements thereto and of all deeds, financial statements documents, votes, resolutions and other papers which ASM may reasonable request for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps proceedings as may be necessary for MaplesFS to register carry out the Services. MaplesFS shall not be deemed to have received notice of any resolutions, any changes contained in any amended constitutional documents or any deed or document unless and until the same under are delivered to it pursuant to the Securities Actprovisions of this section. Notwithstanding the sub-paragraph immediately above, to the end extent that there will be available for sale such number any amendment to the constitutional documents shall affect the provision of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendmentsthe Services, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall use its best efforts to qualify and maintain the qualification of any appropriate number of Shares for sale under the securities laws of such states as ASM and the Company may approve; provided that the Company MaplesFS shall not be required bound by or be deemed to amend its Articles of Incorporation or By-Laws to comply with the laws have notice of any statechange contained in the new constitutional documents, unless MaplesFS shall have consented to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualificationschange.
Appears in 3 contracts
Samples: Entity Services Agreement, Global Entity Services Agreement, Global Entity Services Agreement
DUTIES OF THE COMPANY. 5.1 Subject Whenever required to effect the possible suspension registration of the sale of Shares as provided hereinany Registrable Securities under this Section 7, the Company agrees shall, as expeditiously as reasonably possible, use its commercially reasonable efforts to:
(i) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective until the earlier of one-hundred eighty (180) days after the effective date of such registration statement or until the Reg Rights Holder or Reg Rights Holders have completed the distribution or sale of such Registrable Securities; provided, however, that at any time, upon written notice to the participating Reg Rights Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose (A) any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company or its Shares so long as it has Shares available.
5.2 stockholders, (B) a potentially significant transaction or event involving the Company, or (C) any negotiations, discussions, or proposals directly relating thereto. No more than two (2) such Suspension Periods shall occur in any twelve (12) month period. In the event that the Company shall exercise its suspension rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company shall furnish ASM copies of all information, financial statements and other papers which ASM may reasonable request extend the Suspension Period for use in connection an additional consecutive sixty (60) days with the distribution consent of Sharesthe holders of at least seventy percent (70%) of the Registrable Securities proposed to be sold by the Reg Rights Holders participating in the subject registration, and this which consent shall include one certified copynot be unreasonably withheld. If so directed by the Company, upon request by ASMsuch Reg Rights Holders shall use their reasonable efforts to deliver to the Company (at the Company’s expense) or destroy all copies, other than permanent file copies then in such Reg Rights Holders’ possession, of all financial statements prepared for the Company by independent public accountantsprospectus relating to such Registrable Securities current at the time of receipt of such notice. The Company shall make available not be required to ASM file, cause to become effective or maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
(ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (ii) above.
(iii) Furnish to each seller of Registrable Securities and to each underwriter such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors registration statement and the shareholders prospectus included therein, including each preliminary prospectus, in conformity with the requirements of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale and such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as they may be necessary reasonably request in order that there will be no untrue statement to facilitate the disposition of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleadingRegistrable Securities covered by such registration statement.
5.4 The Company shall use its best efforts to (iv) Register and qualify and maintain the qualification of any appropriate number of Shares for sale under the securities covered by such registration statement under such other securities or blue sky laws of such states jurisdictions as ASM and the Company may approvesellers of Registrable Securities, or in the case of an underwritten public offering, the managing underwriter, reasonably shall request; provided provided, however, that the Company shall not be required to amend its Articles of Incorporation in connection therewith or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, as a condition thereto to qualify as a foreign corporation in any state to do business or to file a general consent to service of process in any state other than such states or jurisdictions.
(v) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with respect the managing underwriter(s) of such offering. Each Reg Rights Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
(vi) Notify each holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to claims arising out be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use commercially reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to 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 in the light of the circumstances then existing.
(vii) Furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (A) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (B) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering of Shares. Any addressed to the underwriters.
(viii) Cause all such qualification may Registrable Securities registered pursuant hereunder to be withheld, terminated or withdrawn listed on each securities exchange on which similar securities issued by the Company at any time are then listed; provided that in its discretion. As provided in the case of a registration effected pursuant to Section 9 hereof7(a) above, which registration constitutes the initial public offering of the Company’s capital stock, the expense of qualification and maintenance of qualification Registrable Securities shall be borne listed on a national securities exchange.
(ix) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number, if available, for all such Registrable Securities, in each case not later than the effective date of such registration
(x) Make available to each holder of Registrable Securities covered by such registration statement, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such Reg Rights Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company. ASM shall furnish , and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such information and other material relating to its affairs and activities as may be required by the Company Reg Rights Holder, underwriter, attorney, accountant or agent in connection with such qualificationsregistration statement.
(xi) Advise each holder of Registrable Securities covered by such registration statement, promptly after the Company shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(xii) Cooperate with the holders of Registrable Securities covered by such registration statement and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing such Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such Reg Rights Holders or the managing underwriters may request at least two (2) business days prior to any sale of Registrable Securities.
(xiii) Permit any Reg Rights Holder which, in the sole and exclusive judgment, exercised in good faith, of such Reg Rights Holder, might be deemed to be a controlling person of the Company, to participate in good faith in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Reg Rights Holder should be included, subject to review by the Company and its counsel after consultation with such Reg Rights Holder.
Appears in 2 contracts
Samples: Stockholders Agreement (Syncardia Systems Inc), Stockholders Agreement (Syncardia Systems Inc)
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the (a) The Company agrees to sell its Shares so long as it has Shares availableavailable for sale except for such times at which the sale of its Shares has been suspended by order of the Directors or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, or cause the Company's transfer and dividend disbursing agent (or such other agent as designated by the Company) to issue confirmations evidencing, such Shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Company of payment therefor at the net asset value thereof and written request of the Distributor therefor.
5.2 (b) The Company shall keep the Distributor fully informed with regard to its affairs and shall furnish ASM to the Distributor" copies of all information, financial statements and other papers which ASM the Distributor may reasonable reasonably request for use in connection with the distribution of SharesShares of the Company, and this shall include one certified copy, upon request by ASMthe Distributor, of all financial statements prepared for by the Company and audited by its independent public accountants. The Company shall make available to ASM accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as ASM the Distributor may request and shall reasonable requestcooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Company's Shares and in the performance of the Distributor under this Agreement.
5.3 (c) The Company shall take, from time to time, but subject to the necessary approval all such steps, including payment of the Board of Directors and the shareholders of the Companyrelated filing fee, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same Shares under the Securities Act, 1933 Act and to the end that there will be make available for sale such number of Shares as ASM reasonably the Distributor may expect be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, or necessary in order that there will may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading.
5.4 (d) The Company shall use its best efforts to qualify and maintain the qualification of any an appropriate number of its Shares for sale under the securities laws of such states as ASM the Distributor and the Company may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Company as a broker or dealer in such states; provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM 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 qualifications.
Appears in 2 contracts
Samples: Distribution Agreement (Eclipse Funds Inc.), Distribution Agreement (Eclipse Funds Inc)
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the (a) The Company agrees to sell its Shares so long as it has Shares availableavailable for sale and to cause the Company's transfer and shareholder servicing agent to record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of data transmission, as promptly as practicable after receipt by the Company of the net asset value thereof and written request of the Distributor therefor.
5.2 (b) The Company shall keep the Distributor fully informed with regard to its affairs and shall furnish ASM to the Distributor copies of all information, financial statements and other papers which ASM the Distributor may reasonable reasonably request for use in connection with the distribution of SharesShares of the Company, and this shall include one certified copy, upon request by ASMthe Distributor, of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as ASM the Distributor may request and shall reasonable requestcooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor under this Agreement.
5.3 (c) The Company shall take, from time to time, but subject to the necessary approval such steps, including payment of the Board of Directors and the shareholders of the Companyrelated filing fees, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same its Shares under the Securities Act, 1933 Act to the end that there will be available for sale such number of Shares as ASM reasonably the Distributor may expect be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, or necessary in order that there will may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading.
5.4 (d) The Company shall use its best efforts to qualify and maintain the qualification of any an appropriate number of its Shares for sale under the securities laws of such states as ASM the Distributor and the Company may approve; approve provided that the Company shall not be required to amend its Articles Agreement and Declaration of Incorporation Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in any state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM 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 qualifications.,
Appears in 1 contract
Samples: Distribution Agreement (Commonfund Institutional Funds)
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the Company agrees to sell its Shares so long as it has Shares available.
5.2 The Company shall furnish ASM copies be responsible for paying or performing the following. Paying all expenses including legal fees and costs associated with the merger or reorganization. Such expenses shall include but are not limited to the preparation of all informationany such plan and agreements, related exhibits, notices of and meeting of stockholders, minutes of meetings of stockholders and directors, amendments to articles of incorporation of the Public Company, preparation of financial statements and other papers which ASM may reasonable request for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by ASM, of all pro forma financial statements prepared giving effect to the merger or reorganization and to be included in a corporate information statement required to be submitted to the National Association of Securities Dealers (NASD) to obtain a symbol for trading of a Public Company. During the term of this Agreement and for a period of one year following its expiration, once the Company by independent is "public", in that it has completed an offering of shares of its Common Stock to individuals or entities in an offering registered under Securities Act or pursuant to an exemption from registration requirements of the exempt offering the shares issued in such offering are not deemed "restricted securities" as that term is defined under the Securities Act or the Company has completed a merger or reorganization with a "public accountants. The company" the Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 The Company shall take, from time to time, but subject (i) submit an information statement to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action NASD to fix the number of authorized Shares and such steps have its securities listed for trading on its electronic bulletin board; (ii) maintain "current public information" as may be necessary to register the same that term is defined in Rule 144 promulgated under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to ; (iii) prepare and file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration StatementForm 10SB, or necessary in order that there will be no omission such other form required to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall a fully reporting company, with the Securities and Exchange Commission and use its the Company's best efforts to qualify and maintain obtain the qualification of any appropriate number of Shares for sale under the securities laws effectiveness of such states as ASM registration statement; and (iv) within sixty days of the Company may approve; provided that completion of the Company shall not be required to amend its Articles above described offering of Incorporation the Company's securities, submit an application for listing with Standard and Poors. Paying all costs associated with obtaining a listing in Standard & Poors Corporate Records or By-Laws to comply Moxxx'x Xnvestor Service, for the purpose of facilitating secondary trading approval for the Public Company's common stock. Paying all costs and fees associated with preparing and filing with the laws Securities and Exchange Commission a registration statement on Form 10 for the purpose of any state, to maintain an office in any state, to change registering the terms Public Company's securities under section 12(g) of the offering Securities Act of Shares in any state from 1934 and thus making the terms set forth in its Registration Statement, Public Company subject to qualify as a foreign corporation in any state or to consent to service the periodic reporting requirements of process in any state other than with respect to claims arising out Section 13 and 15(d) of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualificationsExchange Act.
Appears in 1 contract
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the (a) The Company agrees to sell its Shares so long as it has Shares availableavailable for sale and to cause the Company"s transfer and shareholder servicing agent to record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of data transmission, as promptly as practicable after receipt by the Company of the net asset value thereof and written request of the Distributor therefor.
5.2 (b) The Company shall keep the Distributor fully informed with regard to its affairs and shall furnish ASM to the Distributor copies of all information, financial statements and other papers which ASM the Distributor may reasonable reasonably request for use in connection with the distribution of SharesShares of the Company, and this shall include one certified copy, upon request by ASMthe Distributor, of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as ASM the Distributor may request and shall reasonable requestcooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor under this Agreement.
5.3 (c) The Company shall take, from time to time, but subject to the necessary approval such steps, including payment of the Board of Directors and the shareholders of the Companyrelated filing fees, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same its Shares under the Securities Act, 1933 Act to the end that there will be available for sale such number of Shares as ASM reasonably the 3 Distributor may expect be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, or necessary in order that there will may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading.
5.4 (d) The Company shall use its best efforts to qualify and maintain the qualification of any an appropriate number of its Shares for sale under the securities laws of such states as ASM the Distributor and the Company may approve; approve provided that the Company shall not be required to amend its Articles Agreement and Declaration of Incorporation Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of the Shares in any state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of the Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM 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 qualifications.
Appears in 1 contract
Samples: Distribution Agreement (Commonfund Institutional Funds)
DUTIES OF THE COMPANY. 5.1 Subject to (a) ALPS and the possible suspension Company shall regularly consult with each other regarding ALPS’ performance of the sale of Shares as provided hereinits obligations under this Agreement. In connection therewith, the Company shall submit to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; 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 any registration statement and/or supplements to any prospectus or statement of additional information of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
(b) The Company agrees to sell issue Creation Unit aggregations of Shares of the Company and to request The Depository Trust Company to record on its books the ownership of such Shares so long in accordance with the book-entry system procedures described in the prospectus in such amounts as it ALPS has Shares availablerequested through the transfer agent in writing or other means of data transmission, as promptly as practical after receipt by the Company of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. The Company may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus.
5.2 (c) The Company agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Company shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Company will furnish ASM to ALPS copies of all information, financial statements and other papers papers, which ASM ALPS may reasonable reasonably request for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable requestCreation Units.
5.3 The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. (d) The Company agrees to file from time execute any and all documents and to time such amendments, reports furnish any and other documents as all information and otherwise to take all actions that may be reasonably necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall use its best efforts to qualify and maintain connection with the qualification of any appropriate number of the Shares for sale under the securities laws of in such states as ASM and ALPS may designate. The Company will keep ALPS informed of the jurisdictions in which Creation Units of the Company may approve; provided that the Company are authorized for sale land shall not be required to amend its Articles of Incorporation or By-Laws to comply with the laws promptly notify ALPS of any state, to maintain an office change in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualificationsthis information.
Appears in 1 contract
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension supervision and control of the sale Trust's Board of Shares as provided hereinTrustees ("Board"), the Company agrees will assist the Trust with regard to sell fund accounting for the Trust, and/or the Funds, and/or the Classes, and in connection therewith undertakes to perform the following specific services:
A. Value the assets of the Funds using: primarily, market quotations, including the use of matrix pricing, supplied by the independent pricing services selected by the Company in consultation with FBR Fund Advisers, Inc. or other investment adviser or sub-adviser of a Fund (the "Adviser"), or sources selected by the Adviser, and reviewed by the Board; secondarily, if a designated pricing service does not provide a price for a security which the Company believes should be available by market quotation, the Company may obtain a price by calling brokers designated by the Adviser of the Fund holding the security, or if the Adviser does not supply the names of such brokers, the Company will attempt on its Shares so long as it has Shares own to find brokers to price those securities; thirdly, for securities for which no market price is available.
5.2 , the Adviser or Valuation Committee of the Board will determine a fair value in good faith. Consistent with Rule 2a-4 of the 1940 Act, estimates may be used where necessary or appropriate. The Company's obligations with regard to the prices received from outside pricing services and designated brokers or other outside sources, is to exercise reasonable care in the supervision of the pricing agent. The Company shall furnish ASM copies is not the guarantor of all informationthe securities prices received from such agents and the Company is not liable to the Trust for potential errors in valuing a Fund's assets or calculating the net asset value per share of such Fund or Class when the calculations are based upon such prices. All of the above sources of prices used as described are deemed by the Company to be authorized sources of security prices. The Company will provide daily to the Adviser the securities prices used in calculating the net asset value of a Fund, financial statements for its use in preparing exception reports for those prices on which the Adviser has comment. Further, upon receipt of the exception reports generated by the Adviser, the Company will diligently pursue communication regarding exception reports with the designated pricing agents;
B. Determine the net asset value per share of each Fund and/or Class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectuses and Statement(s) of Additional Information of the Funds ("Prospectus");
C. Calculate the net income of each of the Funds, if any;
D. Calculate realized capital gains or losses of each of the Funds resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other papers which ASM may reasonable request accounts, books and financial records of the Trust, including for use each Fund, and/or Class, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the distribution of Shares, and this shall include one certified copy, upon request services provided by ASM, of all financial statements prepared the Company;
F. Preserve for the Company periods prescribed by independent public accountantsRule 31a-2 under the 1940 Act the records to be maintained by Rule 31a-1 under the 1940 Act in connection with the services provided by the Company. The Company further agrees that all such records it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust such records in the form such records are maintained upon the Trust's request. Moreover, upon the reasonable request of the Trust, copies or extracts of any such records shall make available be provided by the Company to ASM such number of copies of its Prospectus the Trust or to another person at the Trust's request, and annual and interim reports as ASM shall reasonable request.
5.3 at the Trust's expense. The foregoing, along with any additional services that the Company shall takeagree in writing to perform for the Trust under this Section One, from time shall be referred to time, but subject to the necessary approval of the Board of Directors and the shareholders of the as "Fund Accounting Services." The Company, all necessary action to fix the number of authorized Shares and such steps as in its sole discretion, may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time subcontract to, employ or associate with itself such amendments, reports and other documents person or persons as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall use its best efforts to qualify and maintain the qualification of any appropriate number of Shares for sale under the securities laws of such states as ASM and the Company may approve; believe to be particularly suited to assist it in performing Fund Accounting Services, provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws such person agrees to comply with the laws of any state, to maintain an office in any state, to change the terms all applicable provisions of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualificationsfederal securities laws.
Appears in 1 contract
Samples: Fund Administration Agreement (FBR Family of Funds)
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the Company agrees to sell its Shares so long as it has Shares available.
5.2 (a) The Company shall furnish ASM to the Placement Agent copies of all information, financial statements and other papers which ASM that the Placement Agent may reasonable reasonably request for use in connection with the distribution of Sharesits duties hereunder, and this shall include one certified copyinclude, upon request by ASMthe Placement Agent, one certified copy of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 The Company shall take(b) Consistent with Section 1 hereof, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall use its best efforts to qualify and maintain the qualification of any appropriate number of the Shares for sale under the securities laws of such states jurisdictions as ASM the Placement Agent and the Company may approve; provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the The expense of qualification and maintenance of qualification shall be borne by the Company. ASM The Placement Agent shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualificationsqualification.
(c) The Company will furnish to the Placement Agent, in reasonable quantities upon request by the Placement Agent, copies of annual and interim reports of the Company.
(a) The Placement Agent shall devote reasonable time and effort to its duties hereunder. The services of the Placement Agent to the Company hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Placement Agent from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby.
(b) In performing its duties hereunder, the Placement Agent shall use its best efforts in all respects duly to conform with the requirements of all applicable laws relating to the sale of securities. Neither the Placement Agent nor any other person is authorized by the Company to give any information or to make any representations, other than those contained in the Company's registration statement or any sales literature specifically approved by the Company.
Appears in 1 contract
Samples: Placement Agent Agreement (Master Large Cap Series LLC)
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the Company agrees to sell its Shares so long as it has Shares available.
5.2 The Company shall furnish ASM copies of all information, financial statements and other papers which ASM may reasonable request for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 (a) The Company shall take, from time to time, but subject always to the any necessary approval of the Board of Directors and Trustees of the Company or of the shareholders of the CompanyCompany (the “Shareholders”), all necessary action to fix for the number issuance of authorized Shares and to take such other steps as may be necessary to register the same under the Securities Act of 1933, as amended (the “Securities Act”), to the end that there will be available for sale such number of Shares as ASM the Distributor reasonably may expect be expected to sell.
(b) For purposes of the offering of Shares, the Company will furnish to the Distributor copies of the Registration Statement, including the prospectus contained therein, the Investor Certificate and any other documentation for use in the offering of Shares. Additional copies of such documents will be furnished to the Distributor at no cost to the Distributor in such numbers as reasonably requested. The Distributor is authorized to furnish to prospective investors only such information concerning the Company agrees to file from time to time such amendments, reports and other documents the offering as may be necessary in order that there will be no untrue statement of a material fact contained in the Registration Statement, the Company’s formation documents, or necessary in order that there will be no omission to state a material fact in any other documents (including sales material), if approved by the Registration Statement which omission would make the statements therein misleadingCompany.
5.4 (c) The Company shall furnish to the Distributor copies of annual and semi-annual reports of the Company to Shareholders which the Distributor may reasonably request for use in connection with its duties hereunder.
(d) The Company shall use its best efforts to qualify and maintain the qualification of any appropriate number of the Shares for sale under the securities laws of such states jurisdictions as ASM the Distributor and the Company may approve; provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the The expense of qualification and maintenance of qualification shall be borne by the Company. ASM 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 qualificationsqualification.
(e) The Company will furnish, in reasonable quantities upon request by the Distributor, copies of annual and interim reports of the Company.
(f) The Company will furnish the Distributor with such other documents as it may reasonably require, from time to time, for the purpose of enabling it to perform its duties as contemplated by this Agreement.
Appears in 1 contract
Samples: Distribution Agreement (Lazard Multi-Strategy 1099 Fund)
DUTIES OF THE COMPANY. 5.1 Subject For so long as Affymetrix is the Company's exclusive sales agent pursuant to the possible suspension of the sale of Shares as provided hereinSection 1, the Company agrees shall not solicit or procure orders for the Products (except through Affymetrix pursuant to sell its Shares so long as this Agreement) nor shall it has Shares availableappoint any other agents in relation to solicitation or procurement of orders for the Products.
5.2 The Company shall furnish ASM copies market and promote the Products and shall provide Affymetrix with [***] quantities of any applicable printed and soft copy (suitable for display on the web) marketing materials for the Products. Affymetrix will cooperate [***] with the Company to [***] all information, financial statements marketing and other papers which ASM may promotional materials regarding products supplied to the Company under the Supply Agreement or otherwise incorporating Affymetrix trademarks. Affymetrix shall have the right to use such materials in a reasonable request for use manner solely in connection with the distribution its solicitation and procurement of Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared orders for the Company Products pursuant to this Agreement. Affymetrix shall not alter or modify such marketing materials except by independent public accountants. The Company shall make available to ASM such number prior written agreement of copies of its Prospectus and annual and interim reports as ASM shall reasonable requestthe Company.
5.3 The Company shall take, from inform Affymetrix within [***] of any [***] changes in the price for the Products. At any time after Affymetrix ceases to time, but subject to be the necessary approval of the Board of Directors and the shareholders exclusive sales agent of the Company, all necessary action to fix the number Company shall inform Affymetrix within [***] of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement acceptance of a material fact in the Registration Statementpurchase order from an end user for Products [***]. Upon such notice, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleadingAffymetrix shall [***].
5.4 The Company shall use its best commercially reasonable efforts to qualify and maintain the qualification provide Affymetrix with [***] prior written notice of any appropriate number of Shares for material changes to product specifications, manufacturing methods, and marketing and sale under documentation (excluding such changes made by Affymetrix that relate to components purchased from Affymetrix).
5.5 The Company shall ship to the securities laws of such states as ASM end user all Products sold pursuant to complete orders submitted by Affymetrix and accepted by the Company may approvepursuant to the terms of this Agreement.
5.6 The Company represents and warrants to Affymetrix that the Products (excluding components purchased from Affymetrix) are manufactured in accordance with all applicable laws and regulations and do not violate the patent, trade secret or copyright rights of a third party; provided provided, however, that the Company's liability under this sentence shall be limited to an amount equal to the [***]. The Company [***] of the manufacture, use and sale of the Products (excluding components purchased from Affymetrix). During the term of this Agreement, the Company shall not maintain product liability insurance with limits of coverage in an amount [***] to Affymetrix. Proof of such insurance shall be required to amend its Articles of Incorporation or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn sent by the Company at any time to Affymetrix in its discretionJanuary of each year. As provided in Section 9 hereofCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualificationsMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Appears in 1 contract
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension supervision and control of the sale Trust's Board of Shares as provided hereinTrustees ("Board"), the Company agrees will assist the Trust with regard to sell its Shares so long fund accounting for the Trust and in connection therewith undertakes to perform the following specific services:
A. Value the assets of the Trust as it has Shares availableset forth in the Prospectus and Statement of Additional Information of the Trust ("Prospectus") and pursuant to applicable regulations.
5.2 The Company shall furnish ASM copies B. Determine the net asset value per share of all informationthe Trust, financial statements at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus;
C. Calculate the net income of the Trust;
D. Calculate realized capital gains or losses of the Trust resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other papers which ASM may reasonable request for use accounts, books and financial records of the Trust as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the distribution of Shares, and this shall include one certified copy, upon request services provided by ASM, of all financial statements prepared the Company;
F. Preserve for the Company periods prescribed by independent public accountantsRule 31a-2 under the 1940 Act the records to be maintained by Rule 31a-1 under the 1940 Act in connection with the services provided by the Company. The Company further agrees that all such records it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust such records in the form such records are maintained upon the Trust's request. Moreover, upon the reasonable request of the Trust, copies or extracts of any such records shall make available be provided by the Company to ASM such number of copies of its Prospectus the Trust or to another person at the Trust's request, and annual and interim reports as ASM shall reasonable requestat the Trust's expense.
5.3 The Company shall takeG. Provide reasonable assistance, from time to time, but subject to as the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as Trust may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendmentsrequest, in obtaining from year to year favorable opinions from the Trust's independent accountants with respect to its activities hereunder in connection with the preparation of the Trust's Form N-1A, Form N-SAR or other annual or semiannual reports to the SEC and with respect to any other documents as may be necessary in order that there will be no untrue statement requirements of a material fact in the Registration StatementSEC. The foregoing, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall use its best efforts to qualify and maintain the qualification of along with any appropriate number of Shares for sale under the securities laws of such states as ASM and the Company may approve; provided additional services that the Company shall not agree in writing to perform for the Trust under this Section One, shall be required referred to amend as "Fund Accounting Services." The Company, in its Articles of Incorporation sole discretion, may from time to time subcontract to, employ or By-Laws associate with itself such person or persons as the Company may believe to be particularly suited to assist it in performing Fund Accounting Services, provided that such person agrees to comply with the laws of any state, to maintain an office in any state, to change the terms all applicable provisions of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information and other material relating to its affairs and activities as may be required by the Company in connection with such qualificationsfederal securities laws.
Appears in 1 contract
Samples: Administrative Services Agreement (FBR Fund for Government Investors)
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the (a) The Company agrees to sell its Shares so long as it has Shares availableavailable for sale except for such times at which the sale of its Shares has been suspended by order of the Directors or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, or cause the Company's transfer and dividend disbursing agent (or such other agent as designated by the Company) to issue confirmations evidencing, such Shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Company of payment therefor at the net asset value thereof and written request of the Distributor therefor.
5.2 (b) The Company shall keep the Distributor fully informed with regard to its affairs and shall furnish ASM to the Distributor copies of all information, financial statements and other papers which ASM the Distributor may reasonable reasonably request for use in connection with the distribution of SharesShares of the Company, and this shall include one certified copy, upon request by ASMthe Distributor, of all financial statements prepared for by the Company and audited by its independent public accountants. The Company shall make available to ASM accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as ASM the Distributor may request and shall reasonable requestcooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Company's Shares and in the performance of the Distributor under this Agreement.
5.3 (c) The Company shall take, from time to time, but subject to the necessary approval all such steps, including payment of the Board of Directors and the shareholders of the Companyrelated filing fee, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same Shares under the Securities Act, 1933 Act and to the end that there will be make available for sale such number of Shares as ASM reasonably the Distributor may expect be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, or necessary in order that there will may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading.
5.4 (d) The Company shall use its best efforts to qualify and maintain the qualification of any an appropriate number of its Shares for sale under the securities laws of such states as ASM the Distributor and the Company may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Company as a broker or dealer in such states; provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM 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 qualifications.
Appears in 1 contract
DUTIES OF THE COMPANY. 5.1 Subject (a) The Company agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the possible suspension of Distributor and in accordance with the sale of Shares as provided hereinprocedures described in the Prospectus, the Company agrees reserves the right to sell its Shares so long as it has Shares availablereject any order for Creation Units or to stop all receipts of such orders at any time.
5.2 (b) The Company shall furnish ASM agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act.
(c) The Company will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus, Statement of Additional Information and product description, (ii) copies of all informationsemi-annual reports and annual audited reports of the Company’s books and accounts made by independent public accountants regularly retained by the Company, financial statements and (iii) such other papers which ASM may reasonable request publicly available information for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by ASM, of all financial statements prepared for the Company by independent public accountants. Creation Units.
(d) The Company shall make available to ASM such number of copies of its Prospectus and annual and interim reports as ASM shall reasonable request.
5.3 The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.
5.4 The Company shall use its best efforts to qualify and maintain the qualification inform Distributor of any appropriate number of such jurisdictions in which the Company has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in jurisdictions where the Distributor had no information from the Company that such sale or sales were unauthorized at the time of such states as ASM sale or sales.
(e) The Distributor acknowledges and the Company may approve; provided agrees that the Company shall not be required reserves the right to amend its Articles of Incorporation or By-Laws suspend sales and Distributor’s authority to comply with the laws of any state, to maintain an office in any state, to change the terms review and approve orders for Creation Units on behalf of the offering of Shares Company. Upon due notice to the Distributor, the Company shall suspend the Distributor’s authority to review and approve Creation Units if, in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out judgment of the offering Company, it is in the best interests of Sharesthe Company to do so. Any Suspension will continue for such qualification period as may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne determined by the Company. ASM .
(f) The Company shall furnish arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market.
(g) The Company will make it known that Prospectuses, Statements of Additional Information and product descriptions are available by making sure such information disclosures are in all marketing and other material relating to its affairs and activities as may be required advertising materials prepared by the Company in connection with such qualificationsCompany.
Appears in 1 contract
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the Company agrees to sell its Shares so long as it has Shares available.
5.2 (a) The Company shall furnish ASM keep TORS fully informed of its affairs and shall provide to TORS from time to time copies of all information, financial statements statements, and other papers which ASM that TORS may reasonable reasonably request for use in connection with the distribution of Shares, and this shall include one including, without limitation, certified copy, upon request by ASM, copies of all any financial statements prepared for the Company by its independent public accountants. The Company shall make available to ASM accountant and such reasonable number of copies of its Prospectus the most current Prospectus, Statement of Additional Information ("SAI"), and annual and interim reports as ASM TORS may request, and the Company shall reasonable requestfully cooperate in the efforts of TORS to distribute and arrange for the distribution of Shares.
5.3 (b) The Company shall take, from time to time, but subject to the necessary approval of the Board of Directors and the shareholders of the Company, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same under maintain a currently effective Registration Statement on Form N-1A with the Securities Actand Exchange Commission (the "SEC"), to the end that there will be available for sale satisfy proper notice filing and fee payment provisions of applicable states and file such number of Shares as ASM reasonably may expect to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary required under applicable federal and state laws. The Company shall notify TORS in order writing of the states in which the Shares may be sold and shall notify TORS in writing of any changes to such information. The Company shall bear all expenses related to preparing and typesetting such Prospectuses, SAI and other materials required by law and such other expenses, including printing and mailing expenses, related to the Company's communication with persons who are shareholders.
(c) The Company shall not use any advertisements or other sales materials that there will be no have not been (i) submitted to TORS for its review and approval, and (ii) if required, filed with the appropriate regulators.
(d) The Company represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to TORS and the services it provides that are based upon written information furnished by TORS expressly for inclusion therein) of the Company shall not contain any untrue statement of a material fact in the Registration Statement, or omit to state any material fact required to be stated therein or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein not misleading.
5.4 The Company shall use its best efforts , and that all statements or information furnished to qualify and maintain the qualification of any appropriate number of Shares for sale under the securities laws of such states as ASM and the Company may approve; provided that the Company shall not be required TORS pursuant to amend its Articles of Incorporation or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 3(a) hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM shall furnish such information true and other correct in all material relating to its affairs and activities as may be required by the Company in connection with such qualificationsrespects.
Appears in 1 contract
DUTIES OF THE COMPANY. 5.1 Subject to the possible suspension of the sale of Shares as provided herein, the (a) The Company agrees to sell its Shares so long as it has Shares availableavailable for sale except for such times at which the sale of its Shares has been suspended by order of the Directors or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, or cause the Company’s transfer and dividend disbursing agent (or such other agent as designated by the Company) to issue confirmations evidencing, such Shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Company of payment therefor at the net asset value thereof and written request of the Distributor therefor.
5.2 (b) The Company shall keep the Distributor fully informed with regard to its affairs and shall furnish ASM to the Distributor copies of all information, financial statements and other papers which ASM the Distributor may reasonable reasonably request for use in connection with the distribution of SharesShares of the Company, and this shall include one certified copy, upon request by ASMthe Distributor, of all financial statements prepared for by the Company and audited by its independent public accountants. The Company shall make available to ASM accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as ASM the Distributor may request and shall reasonable requestcooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Company’s Shares and in the performance of the Distributor under this Agreement.
5.3 (c) The Company shall take, from time to time, but subject to the necessary approval all such steps, including payment of the Board of Directors and the shareholders of the Companyrelated filing fee, all necessary action to fix the number of authorized Shares and such steps as may be necessary to register the same Shares under the Securities Act, 1933 Act and to the end that there will be make available for sale such number of Shares as ASM reasonably the Distributor may expect be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, or necessary in order that there will may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading.
5.4 (d) The Company shall use its best efforts to qualify and maintain the qualification of any an appropriate number of its Shares for sale under the securities laws of such states as ASM the Distributor and the Company may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Company as a broker or dealer in such states; provided that the Company shall not be required to amend its Articles of Incorporation or By-Laws laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. Any such qualification may be withheld, terminated or withdrawn by the Company at any time in its discretion. As provided in Section 9 hereof, the expense of qualification and maintenance of qualification shall be borne by the Company. ASM 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 qualifications.
Appears in 1 contract
