Common use of Duties of the Funds Clause in Contracts

Duties of the Funds. (a) Each Fund agrees to sell the Shares so long as it has shares available for sale and to deliver certificates for, or cause the Company’s transfer and dividend disbursing agent to issue non-negotiable share deposit receipts evidencing, such shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Fund of the net asset value thereof and written request of the Distributor therefor. (b) Each Fund shall keep the Distributor fully informed with regard to its affairs and shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of each Fund, including one certified copy, upon request by the Distributor, of all financial statements prepared for each Fund by independent accountants and such reasonable number of copies of the most current Prospectus as the Distributor may request, and each Fund shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Fund’s Shares and in the performance of the Distributor under this Agreement. (c) Each Fund shall take, from time to time, all necessary action to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the same under the 1933 Act and the 1940 Act to the end that there will be available for sale such number of Shares as the Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary to ensure that there will be no untrue statement of a material fact in a Registration Statement or Prospectus, or that there will be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) Each Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of the Shares for sale under the securities laws of such states as the Distributor and the Company may approve; provided however, 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 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. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required in connection with such qualifications.

Appears in 2 contracts

Samples: Distribution Agreement (Needham Funds Inc), Distribution Agreement (Needham Funds Inc)

AutoNDA by SimpleDocs

Duties of the Funds. (a) Each Fund agrees to sell the Shares so long as it has shares Shares available for sale except for such times at which the sale of its Shares has been suspended by order of the Board or by order of the SEC and to deliver certificates (if any) for, or cause the CompanyFund’s transfer and dividend disbursing agent (or such other agent as designated by the Fund) to issue non-negotiable share deposit receipts confirmations evidencing, such shares Shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Fund of payment therefore at the net asset value thereof and written request of the Distributor therefortherefore. (b) Each Fund shall keep the Distributor fully informed with regard to its affairs and shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of each the Fund, including and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared for each by the Fund and audited by its independent accountants and such reasonable number of copies of the its most current Prospectus Prospectus, annual and interim reports and subscription agreement, if any, as the Distributor may request, request and each Fund shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Fund’s 's Shares and in the performance of the Distributor under this Agreement. (c) Each Fund shall take, from time to time, all necessary action to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the same Shares under the 1933 Act and the 1940 Act to the end that there will be make available for sale such number of Shares as the Distributor may be expected to sell. The Company Each Fund agrees to file from time to time such amendments, reports and other documents as may be necessary to ensure in order that there will may be no untrue statement of a material fact in a Registration Statement 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. (d) Each Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of the its Shares for sale under the securities laws of such states as the Distributor and the Company Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such states; provided however, that the Company Fund shall not be required to amend its Articles Declaration of Incorporation Trust 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 Statement 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 its Shares. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by a Fund in connection with such qualifications.

Appears in 2 contracts

Samples: Distribution Agreement (Private Advisors Alternative Strategies Fund), Distribution Agreement (Private Advisors Alternative Strategies Master Fund)

Duties of the Funds. (a) Each Fund agrees to sell the Shares so long as it has shares available for sale and to deliver certificates for, or cause the Company’s transfer and dividend disbursing agent to issue non-negotiable share deposit receipts evidencing, such shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Fund of the net asset value thereof and written request of the Distributor therefor. (b) Each Fund shall keep the Distributor fully informed with regard to its affairs and shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of each Fund, including one certified copy, upon request by the Distributor, of all financial statements prepared for each Fund by independent accountants and such reasonable number of copies of the most current Prospectus as the Distributor may request, and each Fund shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Fund’s 's Shares and in the performance of the Distributor under this Agreement. (c) Each Fund shall take, from time to time, all necessary action to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the same under the 1933 Act and the 1940 Act to the end that there will be available for sale such number of Shares as the Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary to ensure that there will be no untrue statement of a material fact in a Registration Statement or Prospectus, or that there will be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) Each Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of the Shares for sale under the securities laws of such states as the Distributor and the Company may approve; provided however, 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 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. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required in connection with such qualifications.

Appears in 1 contract

Samples: Distribution Agreement (Needham Funds Inc)

AutoNDA by SimpleDocs

Duties of the Funds. (a) Each Fund agrees to sell the Shares so long as it has shares available for sale and to deliver certificates for, or cause the Company’s 's transfer and dividend disbursing agent to issue non-negotiable share deposit receipts evidencing, such shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Fund of the net asset value thereof and written request of the Distributor therefor. (b) Each Fund shall keep the Distributor fully informed with regard to its affairs and shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of each Fund, including one certified copy, upon request by the Distributor, of all financial statements prepared for each Fund by independent accountants and such reasonable number of copies of the most current Prospectus as the Distributor may request, and each Fund shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Fund’s 's Shares and in the performance of the Distributor under this Agreement. (c) Each Fund shall take, from time to time, all necessary action to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the same under the 1933 Act and the 1940 Act to the end that there will be available for sale such number of Shares as the Distributor may be expected to sell. The Company agrees to file from time to time such amendments, reports and other documents as may be necessary to ensure that there will be no untrue statement of a material fact in a Registration Statement or Prospectus, or that there will be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (d) Each Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of the Shares for sale under the securities laws of such states as the Distributor and the Company may approve; provided however, 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 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. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required in connection with such qualifications.

Appears in 1 contract

Samples: Distribution Agreement (Needham Funds Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!