Common use of Sale and Repurchase of Shares Clause in Contracts

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 29 contracts

Samples: Distribution Agreement (Hussman Investment Trust), Distribution Agreement (Hussman Investment Trust), Distribution Agreement (F/M Funds Trust)

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Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 27 contracts

Samples: Distribution Agreement (Hussman Investment Trust), Distribution Agreement (Monteagle Funds), Distribution Agreement (TFS Capital Investment Trust)

Sale and Repurchase of Shares. (a) Distributor will have FDDI is hereby granted the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor received at the public offering priceprice as defined in the Fund's Prospectus and Statement of Additional Information. (cb) Distributor FDDI will also have the right to take, as agent for the TrustFund, all actions which, in DistributorFDDI's judgment, and subject to the Fund's reasonable judgmentapproval, are necessary to carry into effect the distribution of the Shares. (dc) The public offering price FDDI will act as agent for the Fund in connection with the repurchase of Shares of each Series shall be by the respective net asset value of Fund upon the Shares of that Series then in effect, plus any applicable sales charge determined in the manner terms set forth in the Registration Fund's Prospectus and Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAAdditional Information. (ed) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statementthen current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided for in the Registration StatementProspectus. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor FDDI shall have no duty to inquire into into, or liability for for, the accuracy of the net asset value per Share as calculated. (fe) On every sale, FDDI shall promptly pay to the Trust shall receive Fund the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor FDDI will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor FDDI or any affiliated person (as defined in the Act) of Distributor FDDI from acting as distributor underwriter for any other person, firm or corporation (including other investment companies) ), or in any way limit or restrict Distributor FDDI or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts account of others from for whom it or they may be acting; , provided, however, that Distributor FDDI expressly represents agrees that it will not for its own account purchase any Shares of the Fund except for investment purposes, and that it will not for its own account dispose of any such Shares except by redemption of such Shares with the Fund, and that it will not undertake no in any activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 15 contracts

Samples: Underwriting Agreement (Iaa Trust Taxable Fixed Income Series Fund Inc), Investment Advisory Agreement (Smith Breeden Series Fund), Underwriting Agreement (Trainer Wortham First Mutual Funds)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 13 contracts

Samples: Distribution Agreement (BPV Family of Funds), Distribution Agreement (Ultimus Managers Trust), Distribution Agreement (Ultimus Managers Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 10 contracts

Samples: Distribution Agreement (Williamsburg Investment Trust), Distribution Agreement (Schwartz Investment Trust), Distribution Agreement (Eubel Brady & Suttman Mutual Fund Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 9 contracts

Samples: Distribution Agreement (Arbitrage Funds), Distribution Agreement (Williamsburg Investment Trust), Distribution Agreement (Uc Investment Trust)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust’s prospectus or statement of additional information, as now in effect or as it may be amended) (such prospectus and statement of additional information hereinafter the “Prospectus”), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust’s Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable ’s judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers (“Firms”) to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust’s transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust’s transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the Act0000 Xxx) of the Distributor from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust’s then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust’s transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 6 contracts

Samples: Distribution Agreement (Destra Investment Trust II), Distribution Agreement (Destra Investment Trust), Distribution Agreement (Destra Investment Trust II)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series (and, with respect to each Series offering multiple classes of Shares, the Shares of each Class of such Series) shall be the respective net asset value of the Shares of that Series (or Class of that Series) then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series (or each Class of a Series) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series (or each Class of a Series) shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 6 contracts

Samples: Underwriting Agreement (Midwest Income Trust), Underwriting Agreement (Midwest Group Tax Free Trust), Underwriting Agreement (Countrywide Tax Free Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 5 contracts

Samples: Underwriting Agreement (Navellier Performance Funds), Underwriting Agreement (Markman Multifund Trust), Underwriting Agreement (Navellier Millennium Funds)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A N-lA under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 5 contracts

Samples: Distribution Agreement (Waycross Independent Trust), Distribution Agreement (Ultimus Managers Trust), Distribution Agreement (Unified Series Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 5 contracts

Samples: Underwriting Agreement (Maplewood Investment Trust /Ma/), Underwriting Agreement (Dunhill Investment Trust), Underwriting Agreement (Maplewood Investment Trust /Ma/)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealersfinancial intermediaries, and to sell Shares to such investment dealers financial intermediaries against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus prospectus, summary prospectus, if applicable, and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as an agent for the Trust, to sell such Shares to the public against orders therefor thereof at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable Underwriter’s judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that the Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFINRA Rules. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account accounts or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 5 contracts

Samples: Underwriting Agreement (Boston Trust & Walden Funds), Underwriting Agreement (Advisers Investment Trust), Underwriting Agreement (Advisers Investment Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 4 contracts

Samples: Underwriting Agreement (Profit Funds Investment Trust), Underwriting Agreement (James Funds), Underwriting Agreement (Atalanta Sosnoff Investment Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFunds, to enter into dealer agreements with responsible investment dealersdealers (“Financial Institutions”), and to sell Shares to such investment dealers Financial Institutions against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's Funds’ effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFunds. (b) The Distributor will also have the right, as agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFunds, all actions which, in the Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Funds or by another entity on behalf of the TrustFunds. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Funds shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Funds or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFunds, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 4 contracts

Samples: Distribution Agreement (Huntington Funds), Distribution Agreement (Huntington Funds), Distribution Agreement (Huntington Funds)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 4 contracts

Samples: Distribution Agreement (Chesapeake Investment Trust), Distribution Agreement (Chesapeake Investment Trust), Distribution Agreement (Gardner Lewis Investment Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 4 contracts

Samples: Distribution Agreement (American Pension Investors Trust), Distribution Agreement (Bruce Fund Inc), Distribution Agreement (American Pension Investors Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of Shares. Underwriter shall have the Sharesright to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 4 contracts

Samples: Underwriting Agreement (Dean Family of Funds), Underwriting Agreement (Lake Shore Family of Funds), Underwriting Agreement (Lake Shore Family of Funds)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A N-lA under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 3 contracts

Samples: Distribution Agreement (Unified Series Trust), Distribution Agreement (Unified Series Trust), Distribution Agreement (Unified Series Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 3 contracts

Samples: Distribution Agreement (Builders Fixed Income Fund Inc), Distribution Agreement (Dividend Growth Trust), Distribution Agreement (Eastern Point Advisors Funds Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the TrustFund, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 3 contracts

Samples: Distribution Agreement (Forester Funds Inc), Distribution Agreement (Runkel Funds), Distribution Agreement (Wallace Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price; provided, however, that all sales of the Shares shall be subject to acceptance or rejection by the Trust. Any sale shall be conclusively presumed to have been accepted by the Trust if the Trust fails to notify Underwriter of the rejection of such sale prior to the computation of the net asset value of the Shares next following receipt by the Trust of notice of such sale, as provided in this Agreement. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) The Trust agrees to make prompt and reasonable efforts to effect and keep in effect, at its own expense, the registration or qualification of the Shares for the sale in such jurisdictions as the Trust may designate. (i) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Appleton Funds), Underwriting Agreement (Uc Investment Trust), Underwriting Agreement (Uc Investment Trust)

Sale and Repurchase of Shares. (a) Distributor will have DLA is hereby granted the right, right as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers the public against orders therefor at the public offering price (as defined in subparagraph 2(dsub-paragraph 2.(c) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"below). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor DLA will also have the right to take, as agent for the TrustFund, all actions which, in Distributor's reasonable DLA’s judgment, are necessary to carry into effect the distribution of the Shares. (dc) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, effect plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAcharge. (ed) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, then current prospectus and statement of additional information relating to the Shares and when determined shall be applicable to all transactions as provided for in the Registration Statementprospectus. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor DLA shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fe) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor DLA will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor DLA or any affiliated person (as defined in the Act) of Distributor DLA from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor DLA or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor DLA expressly represents agrees that it will not for its own account purchase any shares of the Fund except for investment purposes and that it will not for its own account sell any such shares except by redemption of such shares by the Fund, and that it will not undertake no in any activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (ih) DistributorDLA may, as agent of and for the account of the Trustbut is not required to, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration StatementProspectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Spirit of America Investment Fund Inc), Underwriting Agreement (Spirit of America Investment Fund Inc), Underwriting Agreement (Spirit of America Investment Fund Inc)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 3 contracts

Samples: Distribution Agreement (Cutler Trust), Distribution Agreement (Berwyn Funds), Distribution Agreement (RAM Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series (and, with respect to each Series offering multiple classes of Shares, the Shares of each Class of such Series) shall be the respective net asset value of the Shares of that Series (or Class of that Series) then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series (or Class of a Series) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series (or each Class of a Series) shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Ameriprime Insurance Trust), Underwriting Agreement (Ameriprime Funds), Underwriting Agreement (Ameriprime Advisors Trust)

Sale and Repurchase of Shares. (a) Distributor will have PFPC Distributors is hereby granted the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor received at the public offering priceprice as defined in the Fund's Prospectus and Statement of Additional Information. (cb) Distributor PFPC Distributors will also have the right to take, as agent for the TrustFund, all actions which, in DistributorPFPC Distributors' judgment, and subject to the Fund's reasonable judgmentapproval, are necessary to carry into effect the distribution of the Shares. (dc) The public offering price PFPC Distributors will act as agent for the Fund in connection with the repurchase of Shares of each Series shall be by the respective net asset value of Fund upon the Shares of that Series then in effect, plus any applicable sales charge determined in the manner terms set forth in the Registration Fund's Prospectus and Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAAdditional Information. (ed) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statementthen current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided for in the Registration StatementProspectus. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor PFPC Distributors shall have no duty to inquire into into, or liability for for, the accuracy of the net asset value per Share as calculated. (fe) On every sale, PFPC Distributors shall promptly pay to the Trust shall receive Fund the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor PFPC Distributors will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor PFPC Distributors or any affiliated person (as defined in the Act) of Distributor PFPC Distributors from acting as distributor underwriter for any other person, firm or corporation (including other investment companies) ), or in any way limit or restrict Distributor PFPC Distributors or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts account of others from for whom it or they may be acting; , provided, however, that Distributor PFPC Distributors expressly represents agrees that it will not for its own account purchase any Shares of the Fund except for investment purposes, and that it will not for its own account dispose of any such Shares except by redemption of such Shares with the Fund, and that it will not undertake no in any activities which, in its reasonable judgment, which will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Stratton Monthly Dividend Reit Shares Inc), Underwriting Agreement (Stratton Funds Inc), Underwriting Agreement (Stratton Growth Fund Inc)

Sale and Repurchase of Shares. (a) Distributor will have the rightUnderwriter, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against Against orders therefor in the at the regular public offering price. (c) Distributor will also have price currently determined by the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined Fund in the manner set forth described in their offering Prospectuses, all such sales to comply with the Registration Statement or as permitted by provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (eb) Underwriter will also have the right to take, as agent for the Fund, all actions, which, in Underwriter's judgement, are necessary to carry into, effect the distribution of the Shares. (c) The net asset value of the Shares of each Series (or Class of a Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall (or each Class of a Series) Shall be calculated by the Trust Upright Financial Corp. (Administrator) or by another entity on behalf of the TrustUpright Growth Fund. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as share is calculated. (fd) On every sale, the Trust Fund shall receive the applicable net asset value Value of the Shares shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (ge) Upon receipt of purchase instructions, Distributor Underwriter will transmit such Such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hf) Nothing in this the Agreement shall prevent Distributor Underwriter or any affiliated Affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (ig) DistributorUnderwriter, as agent of and for the account of the TrustFund, may repurchase Repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. At the end of each business day, the Underwriter shall notify the Fund and the Fund's transfer agent of the number of shares redeemed, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Fund's Transfer Agent shall pay the Underwriter the net asset value of the redeemed shares in cash or in the form of a credit against monies due the Fund from the Underwriter as proceeds from the sale of Shares. The Fund reserves the right to suspend such repurchase right upon written notice to the Underwriter. The Underwriter further agrees to act as agent for the Fund to receive and transmit promptly to the Fund's transfer agent, shareholder and dealer requests for redemption of Shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Upright Investments Trust), Underwriting Agreement (Upright Investments Trust)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightCorporation and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the TrustCorporation, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Corporation’s prospectus or statement of additional information, as now in effect or as it may be amended) (such prospectus and statement of additional information hereinafter the “Prospectus”), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Corporation’s Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the TrustCorporation, all actions whichthat, in the Distributor's reasonable ’s judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers (“Firms”) to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Corporation. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Corporation. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Corporation shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Corporation. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Corporation’s transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Corporation’s transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the Act0000 Xxx) of the Distributor from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the TrustCorporation, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementCorporation’s then current registration statement. At the end of each business day, the Distributor shall notify the Corporation and the Corporation’s transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Corporation, the Corporation shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Corporation from the Distributor as proceeds from the sale of Shares. The Corporation reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Corporation to receive and transmit promptly to the Corporation’s transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 2 contracts

Samples: Distribution Agreement (Meridian Fund Inc), Distribution Agreement (Meridian Fund Inc)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such responsible investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreementdealer, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Trust's effective Registration Statement on Form N-1A under the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"), or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge, if any, less any applicable dealer discount. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Schwartz Investment Trust), Underwriting Agreement (Schwartz Investment Trust)

Sale and Repurchase of Shares. Polynous Securities agrees to provide the services contemplated hereby, and (a) Distributor will have Polynous Securities is hereby granted the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers the public against orders therefor at the public offering price (as defined in subparagraph 2(dsub-paragraph 2.(c) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"below). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Polynous Securities will also have the right to take, as agent for the Trust, all actions which, in DistributorPolynous Securities' good faith and reasonable judgement, and subject to the Trust's reasonable judgmentapproval, are necessary to carry into effect the distribution of the Shares. (dc) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statementthen current Prospectus and Statement of Additional Information relating to the Shares. (d) The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided for in the Registration StatementProspectus. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Polynous Securities shall have no duty to inquire into into, or liability for for, the accuracy of the net asset value per Share as calculated. (fe) On every sale, Polynous Securities shall promptly pay to the Trust shall receive Fund the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor Polynous Securities will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor Polynous Securities or any affiliated person (as defined in the Act) of Distributor Polynous Securities from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) ), or in any way limit or restrict Distributor Polynous Securities or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Polynous Securities expressly represents agrees that it will not for its own account purchase any Shares of the Fund except for investment purposes, and that it will not for its own account sell any such Shares except by redemption of such Shares by the Fund, and that it will not undertake no in any activities which, in its reasonable judgment, which will adversely affect have a materially adverse effect on the performance of its obligations to the Trust under this Agreement. (ih) Distributor, as agent of and for the account of the Trust, Polynous Securities may repurchase the Shares at such prices and upon such terms and conditions as shall be specified from time to time in the Registration StatementProspectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Ameriprime Advisors Trust), Underwriting Agreement (Ameriprime Advisors Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealersdealers or other financial intermediaries, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph subsection 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into into, or have any liability for with respect to, the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Distribution Agreement (Surgeons Diversified Investment Fund), Distribution Agreement (Surgeons Diversified Investment Fund)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's Fund’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Distribution Agreement (Bruce Fund Inc), Distribution Agreement (American Pension Investors Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as an agent for the Trust, to sell such Shares to the public against orders therefor thereof at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable Underwriter’s judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of the each Series shall be the respective net asset value of the Shares of that the Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFINRA Rules. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share Shares as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act0000 Xxx) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account accounts or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Performance Funds Trust), Underwriting Agreement (Performance Funds Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Distribution Agreement (Sirius Investment Trust), Distribution Agreement (Ccmi Funds)

Sale and Repurchase of Shares. (a) Distributor will have the rightUnderwriter, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (cb) Distributor Underwriter will also have the right to take, as agent for the TrustFund, all actions actions, which, in DistributorUnderwriter's reasonable judgmentjudgement, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (ec) The net asset value of the Shares of each Series Portfolio (or Class of Shares of a Portfolio) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series Portfolio (or each Class of Shares of a Portfolio) shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as share is calculated. (f) . On every sale, the Trust Fund shall receive the applicable net asset value public offering price of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (gd) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (he) Nothing in this the Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (if) DistributorUnderwriter, as agent of the Fund and for the account of the TrustPortfolio(s), may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Fund's Registration Statement. At the end of each business day, the Underwriter shall notify the Fund and the Fund's transfer agent of the number of Shares redeemed for each Portfolio, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Fund shall pay the Underwriter the net asset value of the redeemed shares in cash or in the form of a credit against monies due the Fund from the Underwriter as proceeds from the sale of Shares. The Fund reserves the right to suspend such repurchase right upon written notice to the Underwriter. The Underwriter further agrees to act as agent for the Fund to receive and transmit promptly to the Fund's transfer agent, shareholder and dealer requests for redemption of Shares in the Portfolio(s).

Appears in 2 contracts

Samples: Underwriting Agreement (Quaker Investment Trust), Distribution Agreement (Quaker Investment Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) The Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the Trust, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) The Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Distribution Agreement (Dreman Contrarian Funds), Distribution Agreement (Dreman Contrarian Funds)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such Shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust’s prospectus or statement of additional information, as now in effect or as it may be amended) (such prospectus and statement of additional information hereinafter the “Prospectus”), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust’s Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable ’s judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers (“Firms”) to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust’s transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust’s transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the Act0000 Xxx) of the Distributor from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust’s then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust’s transfer agent of the number of Shares redeemed for each Fund, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Fund.

Appears in 2 contracts

Samples: Distribution Agreement (John Hancock Strategic Series), Distribution Agreement (John Hancock Strategic Series)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealersdealers (“Financial Institutions”), and to sell Shares to such investment dealers Financial Institutions against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Distribution Agreement (Huntington Funds), Distribution Agreement (Huntington Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as an agent for the Trust, to sell such Shares to the public against orders therefor thereof at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable Underwriter’s judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFINRA Rules. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account accounts or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Praxis Mutual Funds), Underwriting Agreement (Mma Praxis Mutual Funds)

Sale and Repurchase of Shares. (a) Distributor FDCC will have the right, as agent for the TrustFunds, to enter into dealer agreements with responsible investment brokers and dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trusteach Fund's currently effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor FDCC has a dealer agreement, Distributor FDCC will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trustappropriate Fund. (b) Distributor FDCC will also have the right, as agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor FDCC will also have the right to take, as agent for the TrustFunds, all actions which, in DistributorFDCC's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe FINRA Rulebook. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Fund's Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust applicable Fund or by another entity its authorized designee on behalf of the TrustFund. Distributor FDCC shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust applicable Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor FDCC shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor FDCC will transmit such instructions to the Trust applicable Fund or its authorized transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor FDCC or any affiliated person (as defined in the Act) of Distributor FDCC from acting as FDCC or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor FDCC or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor FDCC expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) DistributorFDCC, as agent of and for the account of the TrustFunds, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Principal Underwriter Agreement (World Funds Trust), Principal Underwriter Agreement (World Funds Trust)

Sale and Repurchase of Shares. (a) Distributor FDCC will have the right, as agent for the TrustFunds, to enter into dealer agreements with responsible investment dealersbrokers, dealers and to sell Shares to such investment dealers other financial intermediaries (generally, “Financial Intermediary”) against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's each Fund’s currently effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer Financial Intermediary with whom Distributor FDCC has a dealer agreement, Distributor FDCC will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trustappropriate Fund. (b) Distributor FDCC will also have the right, as agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor FDCC will also have the right to take, as agent for the TrustFunds, all actions which, in Distributor's FDCC’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the FINRA. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Fund’s Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust applicable Fund or by another entity its authorized designee on behalf of the TrustFund. Distributor FDCC shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust applicable Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor FDCC shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor FDCC will transmit such instructions to the Trust applicable Fund or its authorized transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor FDCC or any affiliated person (as defined in the Act) of Distributor FDCC from acting as principal underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor FDCC or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor FDCC expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) DistributorFDCC, as agent of and for the account of the TrustFunds, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Principal Underwriter Agreement (World Funds Trust), Principal Underwriter Agreement (World Funds Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Distribution Agreement (Industry Leaders Fund), Distribution Agreement (Dunhill Investment Trust)

Sale and Repurchase of Shares. (a) Distributor FDCC will have the right, as agent for the TrustFunds, to enter into dealer agreements with responsible investment brokers and dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trusteach Fund's currently effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor FDCC has a dealer agreement, Distributor FDCC will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trustappropriate Fund. (b) Distributor FDCC will also have the right, as agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor FDCC will also have the right to take, as agent for the TrustFunds, all actions which, in DistributorFDCC's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe FINRA Rulebook. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Fund's Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust applicable Fund or by another entity its authorized designee on behalf of the TrustFund. Distributor FDCC shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust applicable Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor FDCC shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor FDCC will transmit such instructions to the Trust applicable Fund or its authorized transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor FDCC or any affiliated person (as defined in the Act) of Distributor FDCC from acting as FDCC or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor FDCC or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor FDCC expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) DistributorFDCC, as agent of and for the account of the TrustFunds, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Principal Underwriter Agreement (DGHM Investment Trust), Principal Underwriter Agreement (DGHM Investment Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as an agent for the Trust, to sell such Shares to the public against orders therefor thereof at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable Underwriter’s judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of the each Series shall be the respective net asset value of the Shares of that the Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFINRA Rules. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share Shares as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account accounts or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Diamond Hill Funds), Underwriting Agreement (Diamond Hill Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such responsible investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreementdealer, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Trust's effective Registration Statement on Form N-1A under the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"), or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided proved for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge, if any, less any applicable dealer discount. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may xxx be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

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

Sale and Repurchase of Shares. (a) Distributor FDCC will have the right, as agent for the TrustFunds, to enter into dealer agreements with responsible investment dealersbrokers, dealers and to sell Shares to such investment dealers other financial intermediaries (generally, “Financial Intermediary”) against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's each Fund’s currently effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer Financial Intermediary with whom Distributor FDCC has a dealer agreement, Distributor FDCC will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trustappropriate Fund. (b) Distributor FDCC will also have the right, as agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor FDCC will also have the right to take, as agent for the TrustFunds, all actions which, in Distributor's FDCC’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the FINRA. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Fund’s Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust applicable Fund or by another entity its authorized designee on behalf of the TrustFund. Distributor FDCC shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust applicable Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor FDCC shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor FDCC will transmit such instructions to the Trust applicable Fund or its authorized transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor FDCC or any affiliated person (as defined in the Act) of Distributor FDCC from acting as principal underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor FDCC or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor FDCC expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) DistributorFDCC, as agent of and for the account of the TrustFunds, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Principal Underwriter Agreement (World Funds Trust), Principal Underwriter Agreement (World Funds Trust)

Sale and Repurchase of Shares. (a) Distributor will have PFPC Distributors is hereby granted the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor received at the public offering priceprice as defined in the Fund's Prospectus and Statement of Additional Information. (cb) Distributor PFPC Distributors will also have the right to take, as agent for the TrustFund, all actions which, in DistributorPFPC Distributors' judgment, and subject to the Fund's reasonable judgmentapproval, are necessary to carry into effect the distribution of the Shares. (dc) The public offering price PFPC Distributors will act as agent for the Fund in connection with the repurchase of Shares of each Series shall be by the respective net asset value of Fund upon the Shares of that Series then in effect, plus any applicable sales charge determined in the manner terms set forth in the Registration Fund's Prospectus and Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAAdditional Information. (ed) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statementthen current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided for in the Registration StatementProspectus. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor PFPC Distributors shall have no duty to inquire into into, or liability for for, the accuracy of the net asset value per Share as calculated. (fe) On every sale, PFPC Distributors shall promptly pay to the Trust shall receive Fund the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor PFPC Distributors will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor PFPC Distributors or any affiliated person (as defined in the Act) of Distributor PFPC Distributors from acting as distributor underwriter for any other person, firm or corporation (including other investment companies) ), or in any way limit or restrict Distributor PFPC Distributors or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts account of others from for whom it or they may be acting; , provided, however, that Distributor PFPC Distributors expressly represents agrees that it will not for its own account purchase any Shares of the Fund except for investment purposes, and that it will not for its own account dispose of any such Shares except by redemption of such Shares with the Fund, and that it will not undertake no in any activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Trainer Wortham Funds), Underwriting Agreement (Metropolitan West Funds)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust’s prospectus or statement of additional information, as now in effect or as it may be amended)(such prospectus and statement of additional information hereinafter the “Prospectus”), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust’s Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable ’s judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers (“Firms”) to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust’s transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust’s transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the Act0000 Xxx) of the Distributor from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust’s then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust’s transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 2 contracts

Samples: Distribution Agreement (John Hancock Funds II), Distribution Agreement (John Hancock Funds III)

Sale and Repurchase of Shares. (a) Distributor will have PFPC Distributors is hereby granted the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor received at the public offering priceprice as defined in the Fund's Prospectus and Statement of Additional Information. (cb) Distributor PFPC Distributors will also have the right to take, as agent for the TrustFund, all actions which, in DistributorPFPC Distributors's judgment, and subject to the Fund's reasonable judgmentapproval, are necessary to carry into effect the distribution of the Shares. (dc) The public offering price PFPC Distributors will act as agent for the Fund in connection with the repurchase of Shares of each Series shall be by the respective net asset value of Fund upon the Shares of that Series then in effect, plus any applicable sales charge determined in the manner terms set forth in the Registration Fund's Prospectus and Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAAdditional Information. (ed) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statementthen current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided for in the Registration StatementProspectus. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor PFPC Distributors shall have no duty to inquire into into, or liability for for, the accuracy of the net asset value per Share as calculated. (fe) On every sale, PFPC Distributors shall promptly pay to the Trust shall receive Fund the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor PFPC Distributors will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor PFPC Distributors or any affiliated person (as defined in the Act) of Distributor PFPC Distributors from acting as distributor underwriter for any other person, firm or corporation (including other investment companies) ), or in any way limit or restrict Distributor PFPC Distributors or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts account of others from for whom it or they may be acting; , provided, however, that Distributor PFPC Distributors expressly represents agrees that it will not for its own account purchase any Shares of the Fund except for investment purposes, and that it will not for its own account dispose of any such Shares except by redemption of such Shares with the Fund, and that it will not undertake no in any activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (MCM Funds), Underwriting Agreement (Matthews International Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to sell Shares at their net asset value to the public against orders therefor. (b) Underwriter will also have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price their net asset value (as defined in subparagraph 2(d) hereof). Upon receipt of an order to purchase Shares from a dealer with whom Underwriter has a dealer agreement, Underwriter will promptly cause such order to be filled by the Trust. (c) stated Underwriter will also have the right to take, as agent for the Trust, all actions which, in Underwriter's judgment, are necessary to carry into effect the distribution of the Shares. (d) The net asset value of the Shares of each Series shall be determined in the manner provided in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. (fe) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ih) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Ips Funds), Underwriting Agreement (Analysts Investment Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Distribution Agreement (Investment House Funds), Distribution Agreement (Investment House Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustCompany, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustCompany's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustCompany. (b) Distributor Underwriter will also have the right, as agent for the TrustCompany, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the TrustCompany, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. Any payments to dealers shall be governed by a separate agreement between Underwriter and such dealer and the Registration Statement. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Company or by another entity on behalf of the TrustCompany. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Company shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Company or its transfer agent for the issuance and registration of the Shares purchased. (h) Exchanges of shares between Funds will be effected in the manner and subject to the restrictions and charges described in the Registration Statement. The handling of exchanges will be further subject to such other procedures as may be mutually agreed upon from time to time. (i) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Company under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the TrustCompany, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Bonfiglio & Reed Investment Trust), Underwriting Agreement (Firsthand Funds)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Eubel Brady & Suttman Mutual Fund Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders order therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's Fund’s effective Registration Statement on Form N-1A N-lA under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Bruce Fund Inc)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series (and, with respect to each Series offering multiple classes of Shares, the Shares of each Class of such Series) shall be the respective net asset value of the Shares of that Series (or Class of that Series) then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series (or Class of a Series) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series (or each Class of a Series) shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. . (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Ameriprime Advisors Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) as stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the SEC promulgated thereunder. (d) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. Distributor shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (RAM Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph paragraph 2(d) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus Prospectus (as defined in paragraph 5(a) hereof) and statement of additional information information. At the request of the Fund (which request shall not be more frequent than quarterly), Underwriter shall furnish a list of broker-dealers with whom Underwriter has entered into a dealer agreement. The Fund shall have the "Registration Statement")right to delete from such list any broker-dealer from whom the Fund chooses not to accept sales orders. Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the TrustFund. Underwriter shall have no obligation to accept monies or Shares, or establish customer accounts. All dealer agreements sales of Shares shall be conducted strictly through other registered broker/dealers with Underwriter acting in the role of wholesaler. The right granted to the Underwriter to sell Shares to such form as has been approved investment dealers against orders therefor shall not apply to Shares issued in the event that an investment company (whether a regulated or private investment company or a personal holding company) is merged with and into or consolidated with the Fund or in the event that the Fund acquires by purchase or otherwise, all or substantially all of the assets or the outstanding shares of any such company. Such right shall also not apply to Shares issued by the TrustFund as a dividend or stock split. (b) Distributor Underwriter will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering priceprice (as defined in paragraph 2(d) hereof). (c) Distributor Underwriter will also have the right to takeright, as agent for the TrustFund, to sell Shares at its net asset value to such persons as may be approved by the Board of Trustees of the Trust and provided in the Prospectus, all actions which, in Distributor's reasonable judgment, are necessary such sales to carry into effect comply with the distribution provisions of the SharesAct, the rules and regulations of the Commission promulgated thereunder and all other federal and state securities laws, rules and regulations. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement Prospectus or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules rules and regulations of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration StatementProspectus, and when determined shall be applicable to transactions as provided for in the Registration StatementProspectus. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculatedcalculated pursuant to paragraph (d) above. (f) On every sale, the Trust The Fund shall receive the applicable net asset value of the its Shares promptly, but in no event later than the third (3rd) business day following the date on which Distributor Underwriter shall have received an order for the purchase of Shares. Underwriter shall have the Sharesright to retain the sales charge less any applicable dealer discount. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. Sales of the Shares of the Fund shall be deemed to be made when and where accepted by the Fund's transfer agent. (h) If Underwriter is not registered as a broker-dealer in any state or an exemption for sales of Shares by Underwriter in such state is not otherwise available, the Fund shall not be permitted to sell Shares in the state until Underwriter is so registered or such exemption is available. (i) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents agrees that it will undertake no activities whichwhich will, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (ij) Distributor, as agent of and for the account of the Trust, Underwriter may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration StatementProspectus.

Appears in 1 contract

Samples: Underwriting Agreement (Searay Financial Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustCompany, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustCompany's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustCompany. (b) Distributor Underwriter will also have the right, as agent for the TrustCompany, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the TrustCompany, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Company or by another entity on behalf of the TrustCompany. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Company shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Company or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Company under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the TrustCompany, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Caldwell & Orkin Funds Inc)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust's prospectus or statement of additional information, as now in effect or as it may be amended)(such prospectus and statement of additional information hereinafter the "Prospectus"), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust's Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers ("Firms") to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust's transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust's transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the 1940 Act) of the Distributor from acting as distributor for underwriter or distrixxxxx xxx any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust's then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust's transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust's transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 1 contract

Samples: Distribution Agreement (John Hancock Funds III)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Profit Funds Investment Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf Unified Financial Securities, Inc. 3/19/2004 API Trust - 1 of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (American Pension Investors Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to clients of Xxxxxxxx, Story and Rose and such other persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares.Underwriter's (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.of (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Brundage Story & Rose Investment Trust)

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Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust's prospectus or statement of additional information, as now in effect or as it may be amended)(such prospectus and statement of additional information hereinafter the "Prospectus"), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust's Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers ("Firms") to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust's transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust's transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the 1940 Act) of the Distributor from acting frxx xxxxxg as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust's then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust's transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust's transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 1 contract

Samples: Distribution Agreement (John Hancock Funds II)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A N-lA under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustTmst. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Papp Investment Trust)

Sale and Repurchase of Shares. (a) Distributor FDCC will have the right, as agent for the TrustFunds, to enter into dealer agreements with responsible investment dealersbrokers, dealers and to sell Shares to such investment dealers other financial intermediaries (generally, “Financial Intermediary”) against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's each Fund’s currently effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer Financial Intermediary with whom Distributor FDCC has a dealer agreement, Distributor FDCC will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trustappropriate Fund. (b) Distributor FDCC will also have the right, as agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor FDCC will also have the right to take, as agent for the TrustFunds, all actions which, in Distributor's FDCC’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the FINRA.. First Dominion Capital Corp. World Funds Trust – 1 (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Fund’s Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust applicable Fund or by another entity its authorized designee on behalf of the TrustFund. Distributor FDCC shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust applicable Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor FDCC shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor FDCC will transmit such instructions to the Trust applicable Fund or its authorized transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor FDCC or any affiliated person (as defined in the Act) of Distributor FDCC from acting as principal underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor FDCC or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor FDCC expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) DistributorFDCC, as agent of and for the account of the TrustFunds, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Principal Underwriter Agreement (World Funds Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series (and, with respect to each Series offering multiple classes of Shares, the Shares of each Class of such Series) shall be the respective net asset value of the Shares of that Series (or Class of that Series) then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA.the (ef) The net asset value of the Shares of each Series (or Class of a Series) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series (or each Class of a Series) shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Ameriprime Funds)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's Fund’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right rights to take, as agent for the TrustFund, all actions which, in the Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for of the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. (j) The Distributor agrees to provide the services to be performed by the Distributor as described in the Fund’s Distribution and Shareholder Servicing Plan.

Appears in 1 contract

Samples: Distribution Agreement (Ancora Trust)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) The Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the Trust, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated.. Unified Financial Securities, Inc. 10/29/2007 LCM Landmark Funds - 1 (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) The Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (LCM Landmark Series Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares.on (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (New York State Opportunity Funds)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightCorporation and registered under the 1933 Act, provided that each of Distributor and the Corporation may in its sole discretion refuse to accept orders for such Shares from any particular applicant. (b) Distributor, as agent for the TrustCorporation, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Corporation’s prospectus or statement of additional information, as now in effect and as it may be amended from time to time) (such prospectus and statement of additional information hereinafter the “Prospectus”), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the TrustCorporation, all actions whichthat, in the Distributor's reasonable ’s judgment, are reasonably necessary and proper to carry into effect distribute the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to a separate written contract (a copy of which is attached hereto as Exhibit B), appoint various banks, brokers, dealers, insurance companies and other entities (“Financial Intermediaries”) to assist in the sale and distribution of the Shares and to provide advertising, promotion and other distribution services contemplated hereunder with respect to the sale and marketing of various classes of Shares. Such Financial Intermediaries shall at all times be deemed to be independent contractors retained by the Distributor and not by the Corporation. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Corporation shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Corporation. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Corporation’s transfer agent for the issuance processing and registration of the Shares purchased. Distributor will deliver to the Corporation’s transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the Act0000 Xxx) of the Distributor from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; , subject, in all cases, to compliance by Distributor with all applicable laws and regulations, and, provided, however, further that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the TrustCorporation, may effect the redemption/repurchase the of Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementCorporation’s then current Prospectus. At the end of each business day, the Distributor shall notify the Corporation and the Corporation’s transfer agent of the number of Shares redeemed for each Series and class thereof, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Corporation, the Corporation shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Corporation from the Distributor as proceeds from the sale of Shares. The Corporation reserves the right to suspend such redemption right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Corporation to receive and transmit promptly to the Corporation’s transfer agent, shareholder and Financial Intermediary requests for redemption of Shares in the relevant Series. (g) The Distributor shall be responsible for preparing, reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to the Corporation and each Fund, if applicable, and shall file with FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations. (h) The Distributor shall prepare reports for the Corporation’s Board of Directors (the “Board”) regarding its activities under this Agreement as from time to time shall be requested by the Board, including reports regarding the use of any payments received by the Distributor pursuant to Rule 12b-1 under the 1940 Act. (i) The Corporation may from time-to-time adopt one or more distribution plans pursuant to Rule 12b-1 under the 1940 Act. As compensation for services rendered hereunder, the Distributor shall be entitled to receive from the Corporation/Fund the payments set forth in such plan, or an exhibit thereto, designated for such purpose, as the same may be amended from time-to-time by agreement of the parties hereto. The Distributor, from time to time, may allocate or assign to any third party all or any portion of amounts payable to the Distributor under this Agreement, including Financial Intermediaries.

Appears in 1 contract

Samples: Distribution Agreement (Meridian Fund Inc)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) Distributor Underwriter will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Fund, to sell Shares at their net asset value to such persons as may be approved by the Directors of the Fund, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the TrustFund, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series the Fund shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Boyar Value Fund Inc)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust's prospectus or statement of additional information, as now in effect or as it may be amended) (such prospectus and statement of additional information hereinafter the "Prospectus"), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust's Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers ("Firms") to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust's transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust's transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the 1940 Act) of the Distributor from acting xxxx xxxing as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust's then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust's transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust's transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 1 contract

Samples: Distribution Agreement (First Trust Series Fund)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to takeright, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect sell Shares at their net asset value to such persons as may be approved by the distribution Trustees of the Shares.Trust, all such sales to comply with the provisions of the Act and the rules and (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares.on (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Wells Family of Real Estate Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) Distributor Underwriter will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Fund, to sell Shares at their net asset value to such persons as may be approved by the Directors of the Fund, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the TrustFund, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series the Fund shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Conduct Rules of FINRAthe NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated.as (fg) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Boyar Value Fund Inc)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to clients of Xxxxxxxx, Story and Rose and such other persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act0000 Xxx) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Brundage Story & Rose Investment Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to sell Shares at their net asset value to the public against orders therefor. (b) Underwriter will also have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price their net asset value (as defined in subparagraph 2(d) hereof). Upon receipt of an order to purchase Shares from a dealer with whom Underwriter has a dealer agreement, Underwriter will promptly cause such order to be filled by the Trust. (c) stated Underwriter will also have the right to take, as agent for the Trust, all actions which, in Underwriter's judgment, are necessary to carry into effect the distribution of the Shares. (d) The net asset value of the Shares of each Series shall be determined in the manner provided in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated.or (fe) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ih) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Ips Funds)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Ultimus Managers Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Atalanta Sosnoff Investment Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as an agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of the each Series shall be the respective net asset value of the Shares of that the Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFINRA Rules. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account accounts or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (James Advantage Funds)

Sale and Repurchase of Shares. (a) Distributor will have the rightUnderwriter, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price, all such sales to comply with the provisions of the 1940 Act and the rules and regulations of the Securities and Exchange Commission and other applicable regulatory authorities promulgated thereunder. (cb) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions actions, which, in Distributor's reasonable Underwriter’s judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares, but at no time shall have the authority to bind Fund assets or settle Trust disputes. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (ec) The net asset value of the Shares of each Series Fund (or Class of Shares of a Fund) shall be determined in the manner provided in the Trust’s then current Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series Fund (or each Class of Shares of a Fund) shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or nor shall it have any liability for the accuracy of the net asset value per Share share as calculated. (f) . On every salesale of Shares, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third first business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (gd) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (he) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act0000 Xxx) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this AgreementAgreement or applicable law. (if) DistributorUnderwriter, as agent of the Trust and for the account of the TrustFund(s), may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Trust’s then current Registration Statement. All accounts shall be handled in an appropriate manner and at all times in accordance with the procedures and forms set forth in the respective prospectus. At the end of each business day, the Underwriter shall notify the Trust and the Trust’s transfer agent of the number of Shares redeemed for each Fund, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Underwriter the net asset value of the redeemed shares in cash or in the form of a credit against monies due the Trust from the Underwriter as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Underwriter. The Underwriter further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder and dealer requests for redemption of Shares in the Porfolio(s).

Appears in 1 contract

Samples: Underwriting Agreement (Memorial Funds)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (cb) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. Distributor will review and approve all advertising and sales literature of the Trust prior to first use and, if required, will file such advertising and sales literature with FINRA. In addition, Distributor may, in its discretion, license any individual employed by the Trust’s investment adviser if the Distributor deems such licensing to be appropriate in light of such individual’s responsibilities with respect to the offering of shares of the Trust. (dc) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (ed) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fe) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (gf) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hg) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ih) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Stralem Fund)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series the Trust shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Bjurman Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust.2 (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series (and, with respect to each Series offering multiple classes of Shares, the Shares of each Class of such Series) shall be the respective net asset value of the Shares of that Series (or Class of that Series) then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series (or Class of a Series) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series (or each Class of a Series) shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; ' provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, Trust may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Kenwood Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's then-effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Either the Trust or the Distributor will also have the right to take, as agent may reject an order for the Trustpurchase of Shares, all actions which, in Distributor's but neither shall do so arbitrarily or without reasonable judgment, are necessary to carry into effect the distribution of the Sharescause. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Stockjungle Com)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. Any payments to dealers shall be governed by a separate agreement between Underwriter and such dealer and the Registration Statement. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Exchanges of shares between Series will be effected in the manner and subject to the restrictions and charges described in the Registration Statement. The handling of exchanges will be further subject to such other procedures as may be mutually agreed upon from time to time. (i) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, which will adversely affect the performance of its obligations to the Trust under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Clearbrook Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustCompany, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by the Underwriter, and approved by the Company, which discount shall not exceed the amount of the sales charge stated in the TrustCompany's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustCompany. (b) Distributor Underwriter will also have the right, as agent for the TrustCompany, to sell such Shares to the public against orders therefor therefore at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Company, to sell Shares at their net asset value to such entities and persons as may be approved by the Board of Directors of the Company, and that are set forth in the Company’s Registration Statement, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the TrustCompany, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunderStatement. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Company or by another entity on behalf of the TrustCompany. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust Company shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Company or its transfer agent for the issuance and registration of the Shares purchasedits records. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Company under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the TrustCompany, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Electric City Funds Inc)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust’s prospectus or statement of additional information, as now in effect or as it may be amended) (such prospectus and statement of additional information hereinafter the “Prospectus”), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust’s Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable ’s judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers (“Firms”) to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust’s transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust’s transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the 1940 Act) of the Distributor from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust’s then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust’s transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 1 contract

Samples: Distribution Agreement (Destra Investment Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amendedamended (the "Act"), including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Piedmont Investment Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as an agent for the Trust, to sell such Shares to the public against orders therefor thereof at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable Underwriter’s judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of the each Series shall be the respective net asset value of the Shares of that the Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFINRA Rules. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share Shares as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account accounts or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, which will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Navellier Performance Funds)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFunds, to enter into dealer agreements with responsible investment dealersdealers (“Financial Institutions”), and to sell Shares to such investment dealers Financial Institutions against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's Funds’ effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFunds. (b) The Distributor will also have the right, as agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFunds, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Funds or by another entity on behalf of the TrustFunds. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Funds shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Funds or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFunds, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Huntington Funds)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust.in (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the Trust, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe NASD. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Winter Harbor Fund)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust's prospectus or statement of additional information, as now in effect or as it may be amended)(such prospectus and statement of additional information hereinafter the "Prospectus"), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust's Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers ("Firms") to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust's transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust's transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the 1940 Act) of the Distributor from acting xxxx xcting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust's then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust's transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust's transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 1 contract

Samples: Distribution Agreement (John Hancock Funds II)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment registered and qualified dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amendedamended (the "1933 Act"), including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions allactions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series (and, with respect to each Series offering multiple classes of Shares, the Shares of each Class of such Series) shall be the respective net asset value of the Shares of that Series (or Class of that Series) then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFair Practice of the NASD. (ef) The net asset value of the Shares of each Series (or Class of a Series) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series (or each Class of a Series) shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. (fg) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (hi) As additional compensation for its activities under this Agreement, the Underwriter shall receive all contingent deferred sales charges imposed on redemptions, if any. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. (j) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (ik) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. At the end of each business day, the Underwriter shall notify the Trust and the Trust's transfer agent of the number of shares redeemed, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Trust shall pay the Underwriter the net asset value of the redeemed shares in cash or in the form of a credit against monies due the Trust from the Underwriter as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Underwriter. The Underwriter further agrees to act as agent for the Trust to receive and transmit promptly to the Trust's transfer agent, shareholder and dealer requests for redemption of Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Innovative Funds)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealersdealers (“Financial Institutions”), and to sell Shares to such investment dealers Financial Institutions against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's Fund’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Huntington Funds)

Sale and Repurchase of Shares. (a) The Distributor will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom the Distributor has a dealer agreement, the Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) The Distributor will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) The Distributor will also have the right to take, as agent for the TrustFund, all actions which, in the Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. The Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which the Distributor shall have received an order for the purchase of the Shares. If net asset value of the Shares is not received by the third business day, the Fund may cancel the order. (g) Upon receipt of purchase instructions, the Distributor will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent the Distributor or any affiliated person (as defined in the Act) of the Distributor from acting as the Distributor or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict the Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that the Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (i) The Distributor, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Grand Prix Investors Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Williamsburg Investment Trust)

Sale and Repurchase of Shares. (a) Distributor will have use its best efforts (but only in states in which it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the rightTrust and registered under the Securities Act, provided that Distributor may in its discretion refuse to accept orders for such shares from any particular applicant. (b) Distributor, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to will sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering priceprice (which will be determined in the manner provided in the Trust’s prospectus or statement of additional information, as now in effect or as it may be amended) (such prospectus and statement of additional information hereinafter the “Prospectus”), subject to the minimum purchase, investor eligibility and other requirements as may from time to time be indicated in the Trust’s Prospectus, and all such sales shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC promulgated thereunder. In this regard, Distributor will ensure that sales of Shares will comply in all respects with the terms outlined in the Prospectus, including but not limited to, the application of any breakpoints. (c) Distributor will also have the right to take, as agent for the Trust, all actions whichthat, in the Distributor's reasonable ’s judgment, are reasonably necessary and proper to carry into effect the distribution of the Shares. In carrying out its duties and responsibilities hereunder, Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or broker-dealers (“Firms”) to provide advertising, promotion and other distribution services contemplated hereunder with respect to certain classes of Shares of series of the Trust. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not by the Trust. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value on all sales of Shares by the Distributor as agent of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Trust. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its Trust’s transfer agent for the issuance and registration of the Shares purchased. Distributor will deliver to the Trust’s transfer agent all payments made pursuant to orders accepted by the Distributor, accompanied by proper instructions for the purchase of Shares, no later than the first business day following the receipt by Distributor in its home office of such payments and/or instructions. (he) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in under the Act1000 Xxx) of the Distributor from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, however that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (if) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices price and upon such terms and conditions as shall be specified in the Registration StatementTrust’s then current registration statement. At the end of each business day, the Distributor shall notify the Trust and the Trust’s transfer agent of the number of Shares redeemed for each Series, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice and acceptance by the Trust, the Trust shall pay the Distributor the net asset value of the redeemed Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor (see Section 6 below). The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder and dealer requests for redemption of Shares in the relevant Series.

Appears in 1 contract

Samples: Distribution Agreement (Destra Investment Trust)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustFund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the TrustFund's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the TrustFund. (b) Distributor Underwriter will also have the right, as agent for the TrustFund, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor Underwriter will also have the right, as agent for the Fund, to sell Shares at their net asset value to such persons as may be approved by the Directors of the Fund, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the TrustFund, all actions which, in DistributorUnderwriter's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (de) The public offering price for the Shares of each Series the Fund shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of Fair Practice of FINRA. (ef) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust Fund or by another entity on behalf of the TrustFund. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (fg) On every sale, the Trust Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third tenth business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. Underwriter shall have the right to retain the sales charge less any applicable dealer discount. (gh) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust Fund or its transfer agent for the issuance and registration of the Shares purchased. (hi) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Fund under this Agreement. (ij) DistributorUnderwriter, as agent of and for the account of the TrustFund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Boyar Value Fund Inc)

Sale and Repurchase of Shares. (a) Distributor FDCC will have the right, as exclusive agent for the TrustFunds, to enter into dealer agreements with responsible investment brokers and dealers, and to sell Shares to such investment dealers against orders therefor therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trusteach Fund's currently effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor FDCC has a dealer agreement, Distributor FDCC will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trustappropriate Fund. (b) Distributor FDCC will also have the right, as exclusive agent for the TrustFunds, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor FDCC will also have the right to take, as exclusive agent for the TrustFunds, all actions which, in DistributorFDCC's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Fund's currently applicable Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAthe FINRA Rulebook. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Fund's currently applicable Registration Statement, and when determined shall be applicable to transactions as provided for in the Fund's Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust applicable Fund or by another entity its authorized designee on behalf of the TrustFund. Distributor FDCC shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust applicable Fund shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor FDCC shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor FDCC will transmit such instructions to the Trust applicable Fund or its authorized transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor FDCC or any affiliated person (as defined in the Act) of Distributor FDCC from acting as FDCC or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor FDCC or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor FDCC expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Funds under this Agreement. (i) DistributorFDCC, as exclusive agent of and for the account of the TrustFunds, may shall repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Fund's currently applicable Registration Statement.

Appears in 1 contract

Samples: Principal Underwriter Agreement (Dblaine Investment Trust)

Sale and Repurchase of Shares. (a) Distributor will have the right, as agent for the TrustCompany, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's Company’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the TrustCompany. All dealer agreements shall be in such form as has been approved by the TrustCompany. (b) Distributor will also have the right, as agent for the TrustCompany, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the TrustCompany, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series Fund shall be the respective net asset value of the Shares of that Series Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series Fund shall be calculated by the Trust Company or by another entity on behalf of the TrustCompany. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust Company shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust Company or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act1000 Xxx) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust Company under this Agreement. (i) Distributor, as agent of and for the account of the TrustCompany, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Meehan Mutual Funds, Inc.)

Sale and Repurchase of Shares. (a) Distributor Underwriter will have the right, as agent for the TrustTrust and the Investment Adviser, to enter into dealer agreements with responsible investment dealersfinancial intermediaries, and to sell Shares to such investment dealers financial intermediaries against orders therefor therefore at the public offering price (as defined in subparagraph Subsection 2(d) hereof) stated in the Trust's ’s effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then then-current prospectus prospectus, summary prospectus, if applicable, and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor Underwriter has a dealer agreement, Distributor Underwriter will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor Underwriter will also have the right, as an agent for the TrustTrust and the Investment Adviser, to sell such Shares to the public against orders therefor thereof at the public offering price. (c) Distributor Underwriter will also have the right to take, as agent for the TrustTrust and the Investment Adviser, all actions which, in Distributor's reasonable Underwriter’s judgment, are necessary to carry into effect the lawful distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that the Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRAFINRA Rules. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per Share share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor Underwriter shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor Underwriter will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor Underwriter or any affiliated person (as defined in the Act) of Distributor Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account accounts or for the accounts of others from for whom it or they may be acting; provided, however, that Distributor Underwriter expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) DistributorUnderwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

Appears in 1 contract

Samples: Underwriting & Distribution Agreement (Advisers Investment Trust)

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