Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) as agent of the other. (b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus. (c) Company further agrees to provide certain services in order to promote the sale of shares of the Funds, including but not limited to: answering routine inquiries concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a Fund; processing purchase or redemption transactions; making a Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds as Distributor or the Trust, on behalf of a Fund, may reasonably request. (d) As each Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s customers or for Company’s own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption or repurchase of shares by a Fund. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) the Fund itself at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule of the Trust(s) is attached hereto as Exhibit A. An updated list of the Trust(s) may be obtained on the Distributor’s website at [insert appropriate web address]. [2] A current Schedule of Fund(s) that are part of the Distribution Agreement may be obtained on the Distributor’s website at [insert appropriate web address].
Appears in 2 contracts
Samples: Selling Agreement (Chesapeake Investment Trust), Selling Agreement (Cm Advisors Family of Funds)
Sale and Redemption of Fund Shares. (a) The Company shall offer conduct all sales and sell such shares only at the public offering price which shall be currently redemptions of Shares for its clients’ accounts in effect, in accordance compliance with the terms and conditions of the current Prospectus[3]. The applicable public offering price may reflect scheduled variations in, or Prospectus (including both the elimination of, sales charges or concessions on sales Statutory Prospectus and any Summary Prospectus) and Statement of the Additional Information of each Fund’s shares, as described in then amended or supplemented (collectively, the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions “Prospectuses and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) as agent of the otherStatements”).
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit The Distributor will accept orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s purchase of Shares through the transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(sFunds (“Transfer Agent”), on the Distributor’s behalf, at the then public offering price per share, as set forth in the current Prospectuses and Statements. The Distributor will execute orders for the redemption of Shares at the net asset value per share less the applicable deferred sales charge, redemption fee or similar charge or fee, if any. The parties may effect transactions in shares of the Funds through the Fund/SERV service of the National Securities Clearing Corporation (“NSCC”) and not as principaland, if applicable, may maintain account records through the NETWORKING service of the NSCC, all in accordance with NSCC requirements. All orders are subject to acceptance or rejection by the Distributor and become effective only upon confirmation by Distributor. Distributor reserves or the right Funds in its the sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectusof either.
(c) The Company further agrees to provide certain services in order to promote the sale of shares of the Funds, including but not limited to: answering routine inquiries concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a Fund; processing that it will purchase or redemption transactions; making a Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares Shares of the Funds as Distributor only to cover orders the Company has received from its clients or the Trust, on behalf of a Fund, may reasonably request.
(d) As each Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s customers or for Company’s own bona fide investment. The Company agrees shall not withhold placing orders for the Shares received from the Company’s clients so as to profit as a result of such withholding (e.g., by a change in the net asset value from that its transactions used in shares determining the offering price to the Company’s clients). If the Company redeems Shares of the Fund will be limited to (i) Funds on behalf of the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; clients, the Company shall pay such clients the redemption price as provided in the current Prospectuses and Statements.
(iid) exchanges of shares between Funds With respect to the extent permitted omnibus accounts maintained by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving Transfer Agent on behalf of the redemption or repurchase of shares by a Fund. Company, the Company agrees to sell Fund shares only to (i) Company’s customers provide the Distributor, at the applicable public offering priceleast monthly, as determined in accordance with the Prospectus or (ii) the Fund itself at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares a summary of the [1] A current Schedule number of shareholder accounts maintained by the Trust(s) is attached hereto as Exhibit A. An updated list of the Trust(s) may be obtained on the Distributor’s website at [insert appropriate web address]. [2] A current Schedule of Fund(s) that are part of the Distribution Agreement may be obtained on the Distributor’s website at [insert appropriate web address]Company for each such account.
Appears in 2 contracts
Samples: Selling Agreement (Alger China-Us Growth Fund), Selling Agreement (Alger Funds)
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus1. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Trust as agent of the other.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Trust and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the Funds, including but not limited to: answering routine inquiries concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a Fund; processing purchase or redemption transactions; making a Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds as Distributor or the Trust, on behalf of a Fund, may reasonably request.
(d) As each Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s customers or for Company’s own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption or repurchase of shares by a Fund. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) the Fund itself at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule of the Trust(s) is attached hereto as Exhibit A. An updated list of the Trust(s) may be obtained on the Distributor’s website at [insert appropriate web address]. [2] A current Schedule of Fund(s) that are part of the Distribution Agreement may be obtained on the Distributor’s website at [insert appropriate web address].;
Appears in 1 contract
Samples: Selling Agreement (Ocm Mutual Fund)
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus2. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Trust as agent of the other.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Trust and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the Funds, including but not limited to: answering routine inquiries concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a Fund; processing purchase or redemption transactions; making a Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds as Distributor or the Trust, on behalf of a Fund, may reasonably request.
(d) With respect to Funds the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor. With respect to Funds the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor. Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus. If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge. To obtain these reductions, Distributor must be notified when the sale takes place which would qualify for the reduced charge. There will be no sales charge paid or discount allowed (if any) on the reinvestment of any dividends or distributions in additional Fund shares.
(e) All purchases of shares of a Fund made under any cumulative purchase privilege as set forth in the Prospectus shall be considered an individual transaction for the purpose of determining any sales concession from the public offering price to which Company may be entitled as set forth in the Prospectus.
(f) As each Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s its customers or for Company’s its own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption of shares by a Fund or the repurchase of shares by a FundDistributor as an accommodation to shareholders or as applicable through tender offers. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself itself) at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule Funds only from (i) Company’s customers at the applicable redemption price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable public offering price, as determined in accordance with the Prospectus.
(g) Company agrees not to purchase any Fund shares from its customers at a price lower than the applicable redemption price, determined in accordance with the Prospectus. Company represents that any order, instruction and/or related information transmitted to Distributor by Company for a Fund share transaction has been authorized by Company’s customers or is being requested for Company’s own investment purposes. Any Fund share transaction order that Company places with Distributor or a Fund is subject to the timely receipt by the Fund’s transfer or other designated agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case Company agrees to be responsible for any loss to the Fund or Distributor resulting from such cancellation. Company shall be responsible for the accuracy, timeliness and completeness of any Fund share transaction orders transmitted by Company to Distributor, and Company shall indemnify Distributor against any third-party claims as a result of Company’s failure to properly transmit such orders. Company also shall be responsible for date and time stamping all orders for transactions in Fund shares that Company receives from its customers.
(h) Company agrees that it will not withhold placing customers’ orders for Fund share transactions so as to profit itself as a result of such withholding. Distributor will accept orders for the purchase of Fund shares from Company only at the public offering price applicable to each such order, as determined in accordance with the Prospectus. Distributor will not accept from Company a conditional order for Fund shares.
(i) Company must pay for Fund shares in accordance with Distributor’s instructions, and Distributor must receive payment for such shares on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”). If Distributor does not receive payment on or before such settlement date, Distributor may, without notice, cancel the sale or, at Distributor’s option, sell the share that Company ordered back to the issuing Fund, and Distributor may hold Company responsible for any loss suffered by Distributor or the issuing Fund as a result of Company’s failure to make payment as required.
(j) If any shares sold to Company under the terms of this agreement are repurchased by a Fund or by Distributor as the Fund’s agent, or for the account of the Trust(s) is attached hereto as Exhibit A. An updated list Fund or are tendered to the Fund for purchase at liquidating value under the terms of the Trust(sAgreement and Declaration of Trust or other document governing such Fund within seven (7) may be obtained business days after the date of confirmation to Company of Company’s original purchase order therefor, Company agrees to pay forthwith to Distributor the full amount of the concession allowed to Company on the original sale and Distributor agrees to forward payment of such amount to the Fund when received. Distributor shall notify Company of such repurchase within ten (10) days of the effective date of such repurchase.
(k) All sales of Fund shares from Distributor to Company will be subject to receipt of shares by Distributor from the Fund. Distributor reserves the right in its discretion without notice to Company to suspend sales or withdraw the offering of shares entirely.
(l) No person is authorized to make any representations concerning the Trust, a Fund or the shares of any Fund, except those contained in the Prospectus. In purchasing shares from Distributor, Company shall rely solely on the representations contained in the Prospectus.
(m) Company agrees to comply with all applicable federal and state laws governing the distribution of the Prospectus, periodic reports, proxy and other materials to persons to whom Company offers shares and to persons who purchase shares from Company. Additional copies of such printed information will be supplied by Distributor or other agent of the Trust to Company in reasonable quantities upon Company’s reasonable request. Company may not use any sales literature or advertising material concerning Fund shares, other than literature or material that Distributor or other agent of the Trust may provide to Company from time to time, without obtaining Distributor’s website at [insert prior written approval. Company may not distribute or make available to investors any information that Distributor may furnish to Company marked “For Dealer Use Only” or that otherwise indicates that it is confidential or not intended to be distributed to investors.
(n) If Company holds Fund shares as nominee for its customers, all printed material and confirmations or other communications, will be sent to Company, and Company shall be responsible for forwarding any such materials to Company’s customers for whose account Company holds any Fund shares as nominee. Company also will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Company holds any Fund shares as nominee. With respect to other accounts, Company agrees to provide Distributor with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate web address]for Distributor to comply with legal and regulatory reporting requirements. [2] A current Schedule Accounts opened or maintained pursuant to NETWORKING, as described below, will be governed by applicable National Securities Clearing Corporation rules and procedures and any agreement or other arrangement with Distributor relating to NETWORKING.
(o) The parties acknowledge that neither the Distributor nor the Funds shall compensate the Company for promoting or selling the shares by having the Funds' portfolio securities transactions directed to Company. Each party further agrees that it has not entered into any agreement with or on behalf of Fund(s) any Fund pursuant to which that are part Fund or any affiliate is expected to direct portfolio transactions or remuneration received in connection therewith to any party to compensate that party for promoting or selling shares of the Distribution Agreement may Fund.
(p) Certificates evidencing Fund shares are not available; any transaction in Fund shares will be obtained on effected and evidenced by book-entry form only. A confirmation statement evidencing transactions in Fund shares will be transmitted to Company.
(q) If Company holds Fund shares subject to a contingent deferred sales charge, redemption fee or similar fee, Company shall promptly remit any such charges or fees to Distributor. Company also represents that it has the Distributorcapability to track and account for any such charges or fees. Company further agrees to administer and maintain any omnibus accounts held by it for two or more customers so that the terms and conditions of the Prospectus apply to each customer. Distributor reserves the right, at its discretion, to verify Company’s website at [insert appropriate web address]compliance with the terms and conditions of the Prospectus by inspecting Company’s tracking and accounting system or other means.
Appears in 1 contract
Samples: Selling Agreement (Americafirst Quantitative Funds)
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus2. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Trust as agent of the other.
1 A current Schedule of Funds that are part of the Distributor’s Underwriting Agreement may be obtained on the Distributor’s website at xxx.xxxxxxxxxxxxxx.xxx 2 As used in this agreement, the term “Prospectus” means that applicable Fund’s prospectus and related statement of additional information, whether in paper or electronic format, included in the Fund’s then currently effective registration statement (or post-effective amendment thereto), and any information that Distributor or the Fund may provide to you as a supplement to such prospectus or statement of additional information, all as filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as may be amended.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Trust and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the Funds, including but not limited to: answering routine inquiries concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a Fund; processing purchase or redemption transactions; making a Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds as Distributor or the Trust, on behalf of a Fund, may reasonably request.
(d) With respect to Funds the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor. With respect to Funds the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor. Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus. If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge. To obtain these reductions, Distributor must be notified when the sale takes place which would qualify for the reduced charge. There will be no sales charge paid or discount allowed (if any) on the reinvestment of any dividends or distributions in additional Fund shares.
(e) All purchases of shares of a Fund made under any cumulative purchase privilege as set forth in the Prospectus shall be considered an individual transaction for the purpose of determining any sales concession from the public offering price to which Company may be entitled as set forth in the Prospectus.
(f) As each Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s its customers or for Company’s its own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption of shares by a Fund or the repurchase of shares by a FundDistributor as an accommodation to shareholders or as applicable through tender offers. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself itself) at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule Funds only from (i) Company’s customers at the applicable redemption price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable public offering price, as determined in accordance with the Prospectus.
(g) Company agrees not to purchase any Fund shares from its customers at a price lower than the applicable redemption price, determined in accordance with the Prospectus. Company represents that any order, instruction and/or related information transmitted to Distributor by Company for a Fund share transaction has been authorized by Company’s customers or is being requested for Company’s own investment purposes. Any Fund share transaction order that Company places with Distributor or a Fund is subject to the timely receipt by the Fund’s transfer or other designated agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case Company agrees to be responsible for any loss to the Fund or Distributor resulting from such cancellation. Company shall be responsible for the accuracy, timeliness and completeness of any Fund share transaction orders transmitted by Company to Distributor, and Company shall indemnify Distributor against any third-party claims as a result of Company’s failure to properly transmit such orders. Company also shall be responsible for date and time stamping all orders for transactions in Fund shares that Company receives from its customers.
(h) Company agrees that it will not withhold placing customers’ orders for Fund share transactions so as to profit itself as a result of such withholding. Distributor will accept orders for the purchase of Fund shares from Company only at the public offering price applicable to each such order, as determined in accordance with the Prospectus. Distributor will not accept from Company a conditional order for Fund shares.
(i) Company must pay for Fund shares in accordance with Distributor’s instructions, and Distributor must receive payment for such shares on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”). If Distributor does not receive payment on or before such settlement date, Distributor may, without notice, cancel the sale or, at Distributor’s option, sell the share that Company ordered back to the issuing Fund, and Distributor may hold Company responsible for any loss suffered by Distributor or the issuing Fund as a result of Company’s failure to make payment as required.
(j) If any shares sold to Company under the terms of this agreement are repurchased by a Fund or by Distributor as the Fund’s agent, or for the account of the Trust(s) is attached hereto as Exhibit A. An updated list Fund or are tendered to the Fund for purchase at liquidating value under the terms of the Trust(sAgreement and Declaration of Trust or other document governing such Fund within seven (7) may be obtained business days after the date of confirmation to Company of Company’s original purchase order therefor, Company agrees to pay forthwith to Distributor the full amount of the concession allowed to Company on the original sale and Distributor agrees to forward payment of such amount to the Fund when received. Distributor shall notify Company of such repurchase within ten (10) days of the effective date of such repurchase.
(k) All sales of Fund shares from Distributor to Company will be subject to receipt of shares by Distributor from the Fund. Distributor reserves the right in its discretion without notice to Company to suspend sales or withdraw the offering of shares entirely.
(l) No person is authorized to make any representations concerning the Trust, a Fund or the shares of any Fund, except those contained in the Prospectus. In purchasing shares from Distributor, Company shall rely solely on the representations contained in the Prospectus.
(m) Company agrees to comply with all applicable federal and state laws governing the distribution of the Prospectus, periodic reports, proxy and other materials to persons to whom Company offers shares and to persons who purchase shares from Company. Additional copies of such printed information will be supplied by Distributor or other agent of the Trust to Company in reasonable quantities upon Company’s reasonable request. Company may not use any sales literature or advertising material concerning Fund shares, other than literature or material that Distributor or other agent of the Trust may provide to Company from time to time, without obtaining Distributor’s website at [insert prior written approval. Company may not distribute or make available to investors any information that Distributor may furnish to Company marked “For Dealer Use Only” or that otherwise indicates that it is confidential or not intended to be distributed to investors.
(n) If Company holds Fund shares as nominee for its customers, all printed material and confirmations or other communications, will be sent to Company, and Company shall be responsible for forwarding any such materials to Company’s customers for whose account Company holds any Fund shares as nominee. Company also will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Company holds any Fund shares as nominee. With respect to other accounts, Company agrees to provide Distributor with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate web address]for Distributor to comply with legal and regulatory reporting requirements. [2] A current Schedule Accounts opened or maintained pursuant to NETWORKING, as described below, will be governed by applicable National Securities Clearing Corporation rules and procedures and any agreement or other arrangement with Distributor relating to NETWORKING.
(o) The parties acknowledge that neither the Distributor nor the Funds shall compensate the Company for promoting or selling the shares by having the Funds' portfolio securities transactions directed to Company. Each party further agrees that it has not entered into any agreement with or on behalf of Fund(s) any Fund pursuant to which that are part Fund or any affiliate is expected to direct portfolio transactions or remuneration received in connection therewith to any party to compensate that party for promoting or selling shares of the Distribution Agreement may Fund.
(p) Certificates evidencing Fund shares are not available; any transaction in Fund shares will be obtained on effected and evidenced by book-entry form only. A confirmation statement evidencing transactions in Fund shares will be transmitted to Company.
(q) If Company holds Fund shares subject to a contingent deferred sales charge, redemption fee or similar fee, Company shall promptly remit any such charges or fees to Distributor. Company also represents that it has the Distributorcapability to track and account for any such charges or fees. Company further agrees to administer and maintain any omnibus accounts held by it for two or more customers so that the terms and conditions of the Prospectus apply to each customer. Distributor reserves the right, at its discretion, to verify Company’s website at [insert appropriate web address]compliance with the terms and conditions of the Prospectus by inspecting Company’s tracking and accounting system or other means.
Appears in 1 contract
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus1. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Fund as agent of the other.
1 As used in this agreement, the term “Prospectus” means that applicable Fund’s prospectus and related statement of additional information, whether in paper or electronic format, included in the Fund’s then currently effective registration statement (or post-effective amendment thereto), and any information that Distributor or the Fund may provide to you as a supplement to such prospectus or statement of additional information, all as filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as may be amended.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Fund and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the FundsFund, including but not limited to: answering routine inquiries concerning a the Fund; assisting in the maintenance of accounts or sub-accounts in a the Fund; processing purchase or redemption transactions; making a the Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds Fund as Distributor or the Trust, on behalf of a Fund, Fund may reasonably request.
(d) With respect to the Fund the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor. With respect to the Fund the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor. Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus. If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge. To obtain these reductions, Distributor must be notified when the sale takes place which would qualify for the reduced charge. There will be no sales charge paid or discount allowed (if any) on the reinvestment of any dividends or distributions in additional Fund shares.
(e) All purchases of shares of the Fund made under any cumulative purchase privilege as set forth in the Prospectus shall be considered an individual transaction for the purpose of determining any sales concession from the public offering price to which Company may be entitled as set forth in the Prospectus.
(f) As each the Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s its customers or for Company’s its own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds the Fund to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption of shares by the Fund or the repurchase of shares by a FundDistributor as an accommodation to shareholders or as applicable through tender offers. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself itself) at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule Fund only from (i) Company’s customers at the applicable redemption price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable public offering price, as determined in accordance with the Prospectus.
(g) Company agrees not to purchase any Fund shares from its customers at a price lower than the applicable redemption price, determined in accordance with the Prospectus. Company represents that any order, instruction and/or related information transmitted to Distributor by Company for the Fund share transaction has been authorized by Company’s customers or is being requested for Company’s own investment purposes. Any Fund share transaction order that Company places with Distributor or the Fund is subject to the timely receipt by the Fund’s transfer or other designated agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case Company agrees to be responsible for any loss to the Fund or Distributor resulting from such cancellation. Company shall be responsible for the accuracy, timeliness and completeness of any Fund share transaction orders transmitted by Company to Distributor, and Company shall indemnify Distributor against any third-party claims as a result of Company’s failure to properly transmit such orders. Company also shall be responsible for date and time stamping all orders for transactions in Fund shares that Company receives from its customers.
(h) Company agrees that it will not withhold placing customers’ orders for Fund share transactions so as to profit itself as a result of such withholding. Distributor will accept orders for the purchase of Fund shares from Company only at the public offering price applicable to each such order, as determined in accordance with the Prospectus. Distributor will not accept from Company a conditional order for Fund shares.
(i) Company must pay for Fund shares in accordance with Distributor’s instructions, and Distributor must receive payment for such shares on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”). If Distributor does not receive payment on or before such settlement date, Distributor may, without notice, cancel the sale or, at Distributor’s option, sell the share that Company ordered back to the issuing Fund, and Distributor may hold Company responsible for any loss suffered by Distributor or the issuing Fund as a result of Company’s failure to make payment as required.
(j) If any shares sold to Company under the terms of this agreement are repurchased by the Fund or by Distributor as the Fund’s agent, or for the account of the Trust(s) is attached hereto as Exhibit A. An updated list Fund or are tendered to the Fund for purchase at liquidating value under the terms of the Trust(sAgreement and Declaration of Fund or other document governing such Fund within seven (7) may be obtained business days after the date of confirmation to Company of Company’s original purchase order therefor, Company agrees to pay forthwith to Distributor the full amount of the concession allowed to Company on the original sale and Distributor agrees to forward payment of such amount to the Fund when received. Distributor shall notify Company of such repurchase within ten (10) days of the effective date of such repurchase.
(k) All sales of Fund shares from Distributor to Company will be subject to receipt of shares by Distributor from the Fund. Distributor reserves the right in its discretion without notice to Company to suspend sales or withdraw the offering of shares entirely.
(l) No person is authorized to make any representations concerning the Fund or the shares of any Fund, except those contained in the Prospectus. In purchasing shares from Distributor, Company shall rely solely on the representations contained in the Prospectus.
(m) Company agrees to comply with all applicable federal and state laws governing the distribution of the Prospectus, periodic reports, proxy and other materials to persons to whom Company offers shares and to persons who purchase shares from Company. Additional copies of such printed information will be supplied by Distributor or other agent of the Fund to Company in reasonable quantities upon Company’s reasonable request. Company may not use any sales literature or advertising material concerning Fund shares, other than literature or material that Distributor or other agent of the Fund may provide to Company from time to time, without obtaining Distributor’s website at [insert prior written approval. Company may not distribute or make available to investors any information that Distributor may furnish to Company marked “For Dealer Use Only” or that otherwise indicates that it is confidential or not intended to be distributed to investors.
(n) If Company holds Fund shares as nominee for its customers, all printed material and confirmations or other communications, will be sent to Company, and Company shall be responsible for forwarding any such materials to Company’s customers for whose account Company holds any Fund shares as nominee. Company also will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Company holds any Fund shares as nominee. With respect to other accounts, Company agrees to provide Distributor with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate web address]for Distributor to comply with legal and regulatory reporting requirements. [2] A current Schedule of Fund(sAccounts opened or maintained pursuant to NETWORKING, as described below, will be governed by applicable National Securities Clearing Corporation rules and procedures and any agreement or other arrangement with Distributor relating to NETWORKING.
(o) The parties acknowledge that are part neither the Distributor nor the Fund shall compensate the Company for promoting or selling the shares by having the Fund's portfolio securities transactions directed to Company. Each party further agrees that it has not entered into any agreement with or on behalf of the Distribution Agreement may Fund pursuant to which the Fund or any affiliate is expected to direct portfolio transactions or remuneration received in connection therewith to any party to compensate that party for promoting or selling shares of the Fund.
(p) Certificates evidencing Fund shares are not available; any transaction in Fund shares will be obtained on effected and evidenced by book-entry form only. A confirmation statement evidencing transactions in Fund shares will be transmitted to Company.
(q) If Company holds Fund shares subject to a contingent deferred sales charge, redemption fee or similar fee, Company shall promptly remit any such charges or fees to Distributor. Company also represents that it has the Distributorcapability to track and account for any such charges or fees. Company further agrees to administer and maintain any omnibus accounts held by it for two or more customers so that the terms and conditions of the Prospectus apply to each customer. Distributor reserves the right, at its discretion, to verify Company’s website at [insert appropriate web address]compliance with the terms and conditions of the Prospectus by inspecting Company’s tracking and accounting system or other means.
Appears in 1 contract
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus1. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Corporation as agent of the other.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Corporation and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the Funds, including but not limited to: answering routine inquiries concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a Fund; processing purchase or redemption transactions; making a Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds as Distributor or the TrustCorporation, on behalf of a Fund, may reasonably request. 1 As used in this agreement, the term “Prospectus” means that applicable Fund’s prospectus and related statement of additional information, whether in paper or electronic format, included in the Fund’s then currently effective registration statement (or post-effective amendment thereto), and any information that Distributor or the Fund may provide to you as a supplement to such prospectus or statement of additional information, all as filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as may be amended.
(d) With respect to Funds the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor. With respect to Funds the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor. Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus. If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge. To obtain these reductions, Distributor must be notified when the sale takes place which would qualify for the reduced charge. There will be no sales charge paid or discount allowed (if any) on the reinvestment of any dividends or distributions in additional Fund shares.
(e) All purchases of shares of a Fund made under any cumulative purchase privilege as set forth in the Prospectus shall be considered an individual transaction for the purpose of determining any sales concession from the public offering price to which Company may be entitled as set forth in the Prospectus.
(f) As each Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s its customers or for Company’s its own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption of shares by a Fund or the repurchase of shares by a FundDistributor as an accommodation to shareholders or as applicable through tender offers. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself itself) at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule Funds only from (i) Company’s customers at the applicable redemption price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable public offering price, as determined in accordance with the Prospectus.
(g) Company agrees not to purchase any Fund shares from its customers at a price lower than the applicable redemption price, determined in accordance with the Prospectus. Company represents that any order, instruction and/or related information transmitted to Distributor by Company for a Fund share transaction has been authorized by Company’s customers or is being requested for Company’s own investment purposes. Any Fund share transaction order that Company places with Distributor or a Fund is subject to the timely receipt by the Fund’s transfer or other designated agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case Company agrees to be responsible for any loss to the Fund or Distributor resulting from such cancellation. Company shall be responsible for the accuracy, timeliness and completeness of any Fund share transaction orders transmitted by Company to Distributor, and Company shall indemnify Distributor against any third-party claims as a result of Company’s failure to properly transmit such orders. Company also shall be responsible for date and time stamping all orders for transactions in Fund shares that Company receives from its customers.
(h) Company agrees that it will not withhold placing customers’ orders for Fund share transactions so as to profit itself as a result of such withholding. Distributor will accept orders for the purchase of Fund shares from Company only at the public offering price applicable to each such order, as determined in accordance with the Prospectus. Distributor will not accept from Company a conditional order for Fund shares.
(i) Company must pay for Fund shares in accordance with Distributor’s instructions, and Distributor must receive payment for such shares on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”). If Distributor does not receive payment on or before such settlement date, Distributor may, without notice, cancel the sale or, at Distributor’s option, sell the share that Company ordered back to the issuing Fund, and Distributor may hold Company responsible for any loss suffered by Distributor or the issuing Fund as a result of Company’s failure to make payment as required.
(j) If any shares sold to Company under the terms of this agreement are repurchased by a Fund or by Distributor as the Fund’s agent, or for the account of the Trust(s) is attached hereto as Exhibit A. An updated list Fund or are tendered to the Fund for purchase at liquidating value under the terms of the Trust(sCorporation’s organizational documents or other document governing such Fund within seven (7) may be obtained business days after the date of confirmation to Company of Company’s original purchase order therefore, Company agrees to pay forthwith to Distributor the full amount of the concession allowed to Company on the original sale and Distributor agrees to forward payment of such amount to the Fund when received. Distributor shall notify Company of such repurchase within ten (10) days of the effective date of such repurchase.
(k) All sales of Fund shares from Distributor to Company will be subject to receipt of shares by Distributor from the Fund. Distributor reserves the right in its discretion without notice to Company to suspend sales or withdraw the offering of shares entirely.
(l) No person is authorized to make any representations concerning the Corporation, a Fund or the shares of any Fund, except those contained in the Prospectus. In purchasing shares from Distributor, Company shall rely solely on the representations contained in the Prospectus.
(m) Company agrees to comply with all applicable federal and state laws governing the distribution of the Prospectus, periodic reports, proxy and other materials to persons to whom Company offers shares and to persons who purchase shares from Company. Additional copies of such printed information will be supplied by Distributor or other agent of the Corporation to Company in reasonable quantities upon Company’s reasonable request. Company may not use any sales literature or advertising material concerning Fund shares, other than literature or material that Distributor or other agent of the Corporation may provide to Company from time to time, without obtaining Distributor’s website at [insert prior written approval. Company may not distribute or make available to investors any information that Distributor may furnish to Company marked “For Dealer Use Only” or that otherwise indicates that it is confidential or not intended to be distributed to investors.
(n) If Company holds Fund shares as nominee for its customers, all printed material and confirmations or other communications, will be sent to Company, and Company shall be responsible for forwarding any such materials to Company’s customers for whose account Company holds any Fund shares as nominee. Company also will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Company holds any Fund shares as nominee. With respect to other accounts, Company agrees to provide Distributor with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate web address]for Distributor to comply with legal and regulatory reporting requirements. [2] A current Schedule Accounts opened or maintained pursuant to NETWORKING, as described below, will be governed by applicable National Securities Clearing Corporation rules and procedures and any agreement or other arrangement with Distributor relating to NETWORKING.
(o) The parties acknowledge that neither the Distributor nor the Funds shall compensate the Company for promoting or selling the shares by having the Funds' portfolio securities transactions directed to Company. Each party further agrees that it has not entered into any agreement with or on behalf of Fund(s) any Fund pursuant to which that are part Fund or any affiliate is expected to direct portfolio transactions or remuneration received in connection therewith to any party to compensate that party for promoting or selling shares of the Distribution Agreement may Fund.
(p) Certificates evidencing Fund shares are not available; any transaction in Fund shares will be obtained on effected and evidenced by book-entry form only. A confirmation statement evidencing transactions in Fund shares will be transmitted to Company.
(q) If Company holds Fund shares subject to a contingent deferred sales charge, redemption fee or similar fee, Company shall promptly remit any such charges or fees to Distributor. Company also represents that it has the Distributorcapability to track and account for any such charges or fees. Company further agrees to administer and maintain any omnibus accounts held by it for two or more customers so that the terms and conditions of the Prospectus apply to each customer. Distributor reserves the right, at its discretion, to verify Company’s website at [insert appropriate web address]compliance with the terms and conditions of the Prospectus by inspecting Company’s tracking and accounting system or other means.
Appears in 1 contract
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus1. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Fund as agent of the other.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Fund and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the FundsFund, including but not limited to: answering routine inquiries concerning a the Fund; assisting in the maintenance of accounts or sub-accounts in a the Fund; processing purchase or redemption transactions; making a the Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds Fund as Distributor or the Trust, on behalf of a Fund, Fund may reasonably request.
(d) As each Fund’s agentWith respect to the Fund the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor. With respect to the Fund the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor. Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus. If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge. To obtain these reductions, Distributor shall sell or otherwise make shares available to Company must be notified when the sale takes place which would qualify for the account reduced charge. There will be no sales charge paid or discount allowed (if any) on the reinvestment of Company’s customers any dividends or for Company’s own bona fide investment. Company agrees that its transactions distributions in additional Fund shares.
(e) All purchases of shares of the Fund will made under any cumulative purchase privilege as set forth in the Prospectus shall be limited to (i) considered an individual transaction for the purchase purpose of shares determining any sales concession from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds to the extent permitted by the Prospectus and which Company may be entitled as set forth in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption or repurchase of shares by a Fund. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) the Fund itself at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule of the Trust(s) is attached hereto as Exhibit A. An updated list of the Trust(s) may be obtained on the Distributor’s website at [insert appropriate web address]. [2] A current Schedule of Fund(s) that are part of the Distribution Agreement may be obtained on the Distributor’s website at [insert appropriate web address].
Appears in 1 contract
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus1. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Fund as agent of the other.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Fund and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the FundsFund, including but not limited to: answering routine inquiries concerning a the Fund; assisting in the maintenance of accounts or sub-accounts in a the Fund; processing purchase or redemption transactions; making a the Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds Fund as Distributor or the Trust, on behalf of a Fund, Fund may reasonably request.
(d) With respect to the Fund the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor. With respect to the Fund the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor. Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus. If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge. To obtain these reductions, Distributor must be notified when the sale takes place which would qualify for the reduced charge. There will be no sales charge paid or discount allowed (if any) on the reinvestment of any dividends or distributions in additional Fund shares.
(e) All purchases of shares of the Fund made under any cumulative purchase privilege as set forth in the Prospectus shall be considered an individual transaction for the purpose of determining any sales concession from the public offering price to which Company may be entitled as set forth in the Prospectus.
(f) As each the Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s its customers or for Company’s its own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds the Fund to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption of shares by the Fund or the repurchase of shares by a FundDistributor as an accommodation to shareholders or as applicable through tender offers. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself itself) at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule Fund only from (i) Company’s customers at the applicable redemption price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable public offering price, as determined in accordance with the Prospectus. 1 As used in this agreement, the term “Prospectus” means that applicable Fund’s prospectus and related statement of additional information, whether in paper or electronic format, included in the Fund’s then currently effective registration statement (or post-effective amendment thereto), and any information that Distributor or the Fund may provide to you as a supplement to such prospectus or statement of additional information, all as filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as may be amended.
(g) Company agrees not to purchase any Fund shares from its customers at a price lower than the applicable redemption price, determined in accordance with the Prospectus. Company represents that any order, instruction and/or related information transmitted to Distributor by Company for the Fund share transaction has been authorized by Company’s customers or is being requested for Company’s own investment purposes. Any Fund share transaction order that Company places with Distributor or the Fund is subject to the timely receipt by the Fund’s transfer or other designated agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case Company agrees to be responsible for any loss to the Fund or Distributor resulting from such cancellation. Company shall be responsible for the accuracy, timeliness and completeness of any Fund share transaction orders transmitted by Company to Distributor, and Company shall indemnify Distributor against any third-party claims as a result of Company’s failure to properly transmit such orders. Company also shall be responsible for date and time stamping all orders for transactions in Fund shares that Company receives from its customers.
(h) Company agrees that it will not withhold placing customers’ orders for Fund share transactions so as to profit itself as a result of such withholding. Distributor will accept orders for the purchase of Fund shares from Company only at the public offering price applicable to each such order, as determined in accordance with the Prospectus. Distributor will not accept from Company a conditional order for Fund shares.
(i) Company must pay for Fund shares in accordance with Distributor’s instructions, and Distributor must receive payment for such shares on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”). If Distributor does not receive payment on or before such settlement date, Distributor may, without notice, cancel the sale or, at Distributor’s option, sell the share that Company ordered back to the issuing Fund, and Distributor may hold Company responsible for any loss suffered by Distributor or the issuing Fund as a result of Company’s failure to make payment as required.
(j) If any shares sold to Company under the terms of this agreement are repurchased by the Fund or by Distributor as the Fund’s agent, or for the account of the Trust(s) is attached hereto as Exhibit A. An updated list Fund or are tendered to the Fund for purchase at liquidating value under the terms of the Trust(sAgreement and Declaration of Fund or other document governing such Fund within seven (7) may be obtained business days after the date of confirmation to Company of Company’s original purchase order therefor, Company agrees to pay forthwith to Distributor the full amount of the concession allowed to Company on the original sale and Distributor agrees to forward payment of such amount to the Fund when received. Distributor shall notify Company of such repurchase within ten (10) days of the effective date of such repurchase.
(k) All sales of Fund shares from Distributor to Company will be subject to receipt of shares by Distributor from the Fund. Distributor reserves the right in its discretion without notice to Company to suspend sales or withdraw the offering of shares entirely.
(l) No person is authorized to make any representations concerning the Fund or the shares of any Fund, except those contained in the Prospectus. In purchasing shares from Distributor, Company shall rely solely on the representations contained in the Prospectus.
(m) Company agrees to comply with all applicable federal and state laws governing the distribution of the Prospectus, periodic reports, proxy and other materials to persons to whom Company offers shares and to persons who purchase shares from Company. Additional copies of such printed information will be supplied by Distributor or other agent of the Fund to Company in reasonable quantities upon Company’s reasonable request. Company may not use any sales literature or advertising material concerning Fund shares, other than literature or material that Distributor or other agent of the Fund may provide to Company from time to time, without obtaining Distributor’s website at [insert prior written approval. Company may not distribute or make available to investors any information that Distributor may furnish to Company marked “For Dealer Use Only” or that otherwise indicates that it is confidential or not intended to be distributed to investors.
(n) If Company holds Fund shares as nominee for its customers, all printed material and confirmations or other communications, will be sent to Company, and Company shall be responsible for forwarding any such materials to Company’s customers for whose account Company holds any Fund shares as nominee. Company also will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Company holds any Fund shares as nominee. With respect to other accounts, Company agrees to provide Distributor with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate web address]for Distributor to comply with legal and regulatory reporting requirements. [2] A current Schedule of Fund(sAccounts opened or maintained pursuant to NETWORKING, as described below, will be governed by applicable National Securities Clearing Corporation rules and procedures and any agreement or other arrangement with Distributor relating to NETWORKING.
(o) The parties acknowledge that are part neither the Distributor nor the Fund shall compensate the Company for promoting or selling the shares by having the Fund's portfolio securities transactions directed to Company. Each party further agrees that it has not entered into any agreement with or on behalf of the Distribution Agreement may Fund pursuant to which the Fund or any affiliate is expected to direct portfolio transactions or remuneration received in connection therewith to any party to compensate that party for promoting or selling shares of the Fund.
(p) Certificates evidencing Fund shares are not available; any transaction in Fund shares will be obtained on effected and evidenced by book-entry form only. A confirmation statement evidencing transactions in Fund shares will be transmitted to Company.
(q) If Company holds Fund shares subject to a contingent deferred sales charge, redemption fee or similar fee, Company shall promptly remit any such charges or fees to Distributor. Company also represents that it has the Distributorcapability to track and account for any such charges or fees. Company further agrees to administer and maintain any omnibus accounts held by it for two or more customers so that the terms and conditions of the Prospectus apply to each customer. Distributor reserves the right, at its discretion, to verify Company’s website at [insert appropriate web address]compliance with the terms and conditions of the Prospectus by inspecting Company’s tracking and accounting system or other means.
Appears in 1 contract
Samples: Selling Agreement (Predex)
Sale and Redemption of Fund Shares. (a) Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus[3]Prospectus1. The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus. Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus. Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust(s) Fund as agent of the other.
(b) As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent. Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company. In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust(s) Fund and not as principal. All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor. Distributor reserves the right in its sole discretion to reject any order. Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus. 1 As used in this agreement, the term “Prospectus” means that applicable Fund’s prospectus and related statement of additional information, whether in paper or electronic format, included in the Fund’s then currently effective registration statement (or post-effective amendment thereto), and any information that Distributor or the Fund may provide to you as a supplement to such prospectus or statement of additional information, all as filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as may be amended.
(c) Company further agrees to provide certain services in order to promote the sale of shares of the FundsFund, including but not limited to: answering routine inquiries concerning a the Fund; assisting in the maintenance of accounts or sub-accounts in a the Fund; processing purchase or redemption transactions; making a the Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds Fund as Distributor or the Trust, on behalf of a Fund, Fund may reasonably request.
(d) With respect to the Fund the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor. With respect to the Fund the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor. Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus. If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge. To obtain these reductions, Distributor must be notified when the sale takes place which would qualify for the reduced charge. There will be no sales charge paid or discount allowed (if any) on the reinvestment of any dividends or distributions in additional Fund shares.
(e) All purchases of shares of the Fund made under any cumulative purchase privilege as set forth in the Prospectus shall be considered an individual transaction for the purpose of determining any sales concession from the public offering price to which Company may be entitled as set forth in the Prospectus.
(f) As each the Fund’s agent, Distributor shall sell or otherwise make shares available to Company for the account of Company’s its customers or for Company’s its own bona fide investment. Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds the Fund to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption of shares by the Fund or the repurchase of shares by a FundDistributor as an accommodation to shareholders or as applicable through tender offers. Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself itself) at the applicable redemption or repurchase price, as determined in accordance with the Prospectus. Company agrees to purchase shares of the [1] A current Schedule Fund only from (i) Company’s customers at the applicable redemption price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable public offering price, as determined in accordance with the Prospectus.
(g) Company agrees not to purchase any Fund shares from its customers at a price lower than the applicable redemption price, determined in accordance with the Prospectus. Company represents that any order, instruction and/or related information transmitted to Distributor by Company for the Fund share transaction has been authorized by Company’s customers or is being requested for Company’s own investment purposes. Any Fund share transaction order that Company places with Distributor or the Fund is subject to the timely receipt by the Fund’s transfer or other designated agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case Company agrees to be responsible for any loss to the Fund or Distributor resulting from such cancellation. Company shall be responsible for the accuracy, timeliness and completeness of any Fund share transaction orders transmitted by Company to Distributor, and Company shall indemnify Distributor against any third-party claims as a result of Company’s failure to properly transmit such orders. Company also shall be responsible for date and time stamping all orders for transactions in Fund shares that Company receives from its customers.
(h) Company agrees that it will not withhold placing customers’ orders for Fund share transactions so as to profit itself as a result of such withholding. Distributor will accept orders for the purchase of Fund shares from Company only at the public offering price applicable to each such order, as determined in accordance with the Prospectus. Distributor will not accept from Company a conditional order for Fund shares.
(i) Company must pay for Fund shares in accordance with Distributor’s instructions, and Distributor must receive payment for such shares on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”). If Distributor does not receive payment on or before such settlement date, Distributor may, without notice, cancel the sale or, at Distributor’s option, sell the share that Company ordered back to the issuing Fund, and Distributor may hold Company responsible for any loss suffered by Distributor or the issuing Fund as a result of Company’s failure to make payment as required.
(j) If any shares sold to Company under the terms of this agreement are repurchased by the Fund or by Distributor as the Fund’s agent, or for the account of the Trust(s) is attached hereto as Exhibit A. An updated list Fund or are tendered to the Fund for purchase at liquidating value under the terms of the Trust(sAgreement and Declaration of Fund or other document governing such Fund within seven (7) may be obtained business days after the date of confirmation to Company of Company’s original purchase order therefor, Company agrees to pay forthwith to Distributor the full amount of the concession allowed to Company on the original sale and Distributor agrees to forward payment of such amount to the Fund when received. Distributor shall notify Company of such repurchase within ten (10) days of the effective date of such repurchase.
(k) All sales of Fund shares from Distributor to Company will be subject to receipt of shares by Distributor from the Fund. Distributor reserves the right in its discretion without notice to Company to suspend sales or withdraw the offering of shares entirely.
(l) No person is authorized to make any representations concerning the Fund or the shares of any Fund, except those contained in the Prospectus. In purchasing shares from Distributor, Company shall rely solely on the representations contained in the Prospectus.
(m) Company agrees to comply with all applicable federal and state laws governing the distribution of the Prospectus, periodic reports, proxy and other materials to persons to whom Company offers shares and to persons who purchase shares from Company. Additional copies of such printed information will be supplied by Distributor or other agent of the Fund to Company in reasonable quantities upon Company’s reasonable request. Company may not use any sales literature or advertising material concerning Fund shares, other than literature or material that Distributor or other agent of the Fund may provide to Company from time to time, without obtaining Distributor’s website at [insert prior written approval. Company may not distribute or make available to investors any information that Distributor may furnish to Company marked “For Dealer Use Only” or that otherwise indicates that it is confidential or not intended to be distributed to investors.
(n) If Company holds Fund shares as nominee for its customers, all printed material and confirmations or other communications, will be sent to Company, and Company shall be responsible for forwarding any such materials to Company’s customers for whose account Company holds any Fund shares as nominee. Company also will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Company holds any Fund shares as nominee. With respect to other accounts, Company agrees to provide Distributor with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate web address]for Distributor to comply with legal and regulatory reporting requirements. [2] A current Schedule of Fund(sAccounts opened or maintained pursuant to NETWORKING, as described below, will be governed by applicable National Securities Clearing Corporation rules and procedures and any agreement or other arrangement with Distributor relating to NETWORKING.
(o) The parties acknowledge that are part neither the Distributor nor the Fund shall compensate the Company for promoting or selling the shares by having the Fund's portfolio securities transactions directed to Company. Each party further agrees that it has not entered into any agreement with or on behalf of the Distribution Agreement may Fund pursuant to which the Fund or any affiliate is expected to direct portfolio transactions or remuneration received in connection therewith to any party to compensate that party for promoting or selling shares of the Fund.
(p) Certificates evidencing Fund shares are not available; any transaction in Fund shares will be obtained on effected and evidenced by book-entry form only. A confirmation statement evidencing transactions in Fund shares will be transmitted to Company.
(q) If Company holds Fund shares subject to a contingent deferred sales charge, redemption fee or similar fee, Company shall promptly remit any such charges or fees to Distributor. Company also represents that it has the Distributorcapability to track and account for any such charges or fees. Company further agrees to administer and maintain any omnibus accounts held by it for two or more customers so that the terms and conditions of the Prospectus apply to each customer. Distributor reserves the right, at its discretion, to verify Company’s website at [insert appropriate web address]compliance with the terms and conditions of the Prospectus by inspecting Company’s tracking and accounting system or other means.
Appears in 1 contract
Samples: Selling Agreement (Bluerock Total Alternatives Real Estate Fund)
