Common use of Sales and Redemptions Clause in Contracts

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of Shares under the Securities Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC (“Rules”). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review. (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 5 contracts

Samples: Distribution Agreement (Victory Portfolios II), Distribution Agreement (Victory Variable Insurance Funds), Distribution Agreement (Victory Institutional Funds)

AutoNDA by SimpleDocs

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of Shares under the Securities Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) div from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC (“Rules”). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review. (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.VIII or by e-mail to Xxxxx_X_Xxxxxxxx@Xxxxxxxxxxxxxx.xxx and Xxx_Xxxx@Xxxxxxxxxxxxxx.xxx: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 4 contracts

Samples: Distribution Agreement (Victory Portfolios), Distribution Agreement (Victory Variable Insurance Funds), Distribution Agreement (Victory Portfolios)

Sales and Redemptions. (a) The Trust Fund shall pay all costs and expenses in connection with the registration of the Shares under the Securities 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust Fund hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses any Prospectus, except as set forth in subsection 2(c) of Section II hereof. (b) The Trust Fund shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s Fund's officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust Fund and the Trust Fund may approve, and the Trust Fund shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal Federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will may be paid by the Funds as provided in this Agreement and any plan which may be adopted by the Fund in accordance with Rule 12b-1 under the Plans relating thereto1940 Act. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust Fund shall have the right to suspend the sale of Shares of any Fund Series at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund Series at any time permitted by the 1940 Act or the rules of the SEC (“Rules”)Commission. (ed) The Trust Fund reserves the right to reject any purchase order for Shares. (fe) The Trust may use, No Shares shall be offered by either the Fund or may request the Distributor to use, an electronic processing system over under any of the internet in which electronically transmitted provisions of this Agreement and no orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used purchase or sale of Shares hereunder shall be accepted by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review. (g) The Trust authorizes the Distributor Fund if and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor so long as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of shall be suspended under any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action provisions of the Commission with respect to any amendment to any Registration Statement 1933 Act, or Prospectuses that may from time to time be filed if and so long as a Prospectus as required by Section 10 of the 1933 Act is not on file with the Commission; provided, however, that could reasonably be expected nothing contained in this sub-paragraph shall in any way restrict or have any application to have a material negative impact or bearing upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts Fund's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the staff of the Commission shall not be deemed actions of Charter or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of SharesProspectuses.

Appears in 4 contracts

Samples: Distribution Agreement (Infinity Mutual Funds Inc /Md/), Distribution Agreement (Infinity Mutual Funds Inc), Distribution Agreement (Infinity Mutual Funds Inc)

Sales and Redemptions. (a) Shares of the Company are to be sold by the Distributor to shareholders at the offering price as set forth in the Prospectuses then in effect. (b) The Trust Company shall pay all costs and expenses in connection with the registration of the Shares under the Securities 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust Company hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereofhereof or in any other agreement entered into by the Company. (bc) The Trust Company shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s Company's officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust Company and the Trust Company may approve, and the Trust Company shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) Any of the outstanding Shares of the Company may be tendered for redemption at any time, and the Company agrees to repurchase or redeem the Shares so tendered in accordance with the Company's Charter, Bylaws and Prospectuses. The Trust price to be paid to redeem or repurchase the Shares shall be equal to the net asset value per Share determined as set forth in the applicable Prospectus (the "redemption price"). All payments by the Company hereunder shall be made in the manner set forth in Section 3(e) below. (e) The proceeds of any redemption of shares shall be paid by the Company (or its agent) in accordance with the applicable provisions of the applicable Prospectus. (f) The Company shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the SEC Commission (the "Rules"). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review. (g) The Trust authorizes Company reserves the Distributor and dealers right to use the most current Prospectus reject in the form furnished by the Trust in connection with the sale of the its discretion any order for Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 3 contracts

Samples: Distribution Agreement (Offitbank Investment Fund Inc), Distribution Agreement (Offit Investment Fund Inc), Distribution Agreement (Offit Variable Insurance Fund Inc)

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of the Shares under the Securities Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s 's officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (ia) unaudited semi-annual financial statements of the Funds prepared by the Trust, (iib) a monthly itemized list of the securities held by each Fund, (iiic) monthly balance sheets as soon as practicable after the end of each month, and (ivd) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC ("Rules"). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine determinate that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s 's review. (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.VIII or by e-mail to xxxx.xxxxx@xxxxx.xxx and xxx.xxxxx@xxxxx.xxx: (i) of any request by the Commission for amendments to the Registration Statement registration statement or Prospectuses Prospectus then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement registration statement or Prospectuses Prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement registration statement or Prospectuses Prospectus then in effect or that requires the making of a change in such Registration Statement registration statement or Prospectuses Prospectus in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses registration statement of Prospectus that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Sectionsection, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 1 contract

Samples: Distribution Agreement (Victory Variable Insurance Funds)

Sales and Redemptions. (a) Shares of the Company are to be sold by the Distributor to shareholders at the offering price as set forth in the Prospectuses then in effect. (b) The Trust Company shall pay all costs and expenses in connection with the registration of the Shares under the Securities 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust Company hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereofhereof or in any other agreement entered into by the Company. (bc) The Trust Company shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s Company's officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust Company and the Trust Company may approve, and the Trust Company shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) Any of the outstanding Shares of the Company may be tendered for redemption at any time, and the Company agrees to repurchase or redeem the Shares so tendered in accordance with the Company's Declaration, Bylaws and Prospectuses. The Trust price to be paid to redeem or repurchase the Shares shall be equal to the net asset value per Share determined as set forth in the applicable Prospectus (the "redemption price"). All payments by the Company hereunder shall be made in the manner set forth in Section 3(e) below. (e) The Company (or its agent) shall pay the total amount of the redemption price pursuant to the instructions of the Distributor on or before the seventh calendar day subsequent to the Company (or its agent) having received the notice of redemption in proper form. The proceeds of any redemption of shares shall be paid by the Company (or its agent) to or for the account of the redeeming shareholder, in each case in accordance with the applicable provisions of the applicable Prospectus. (f) The Company shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules Rules of the SEC Commission ("Rules"). (eg) The Trust Company reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review. (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts of the staff of the Commission but shall not be deemed actions of do so arbitrarily or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shareswithout reasonable cause.

Appears in 1 contract

Samples: Distribution Agreement (Pacific Innovations Trust)

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of the Shares under the Securities 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses any Prospectus, except as set forth in subsection 2(cSection 2.2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s 's officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreementlaws. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will may be paid by the Funds as provided in this Agreement and any plan which may be adopted by the Trust in accordance with Rule 12b-1 under the Plans relating thereto1940 Act. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC (“Rules”).Commission (ed) The Trust reserves the right to reject any purchase order for Shares. (fe) The No Shares shall be offered by either the Trust may use, or may request the Distributor to use, an electronic processing system over under any provisions of this Agreement and no orders for the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used purchase or sale of Shares hereunder shall be accepted by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review. (g) The Trust authorizes the Distributor if and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor so long as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of shall be suspended under any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action provisions of the Commission with respect to any amendment to any Registration Statement 1933 Act, or Prospectuses that may from time to time be filed if and so long as a Prospectus as required by Section 10 of the 1933 Act is not on file with the Commission; provided, however, that could reasonably be expected nothing contained in this subsection shall in any way restrict or have any application to have a material negative impact or bearing upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts Trust's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of SharesProspectus.

Appears in 1 contract

Samples: Distribution Agreement (Lindbergh Funds)

AutoNDA by SimpleDocs

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of the Shares under the Securities Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s 's officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (ia) unaudited semi-annual financial statements of the Funds prepared by the Trust, (iib) a monthly itemized list of the securities held by each Fund, (iiic) monthly balance sheets as soon as practicable after the end of each month, and (ivd) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC ("Rules"). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine determinate that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s 's review. (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.VIII or by e-mail to rick.froio@bisys.com and jim.xxxxx@xxxxx.xxx: (ix) of any xx xxx request by the Commission for amendments to the Registration Statement registration statement or Prospectuses Prospectus then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement registration statement or Prospectuses Prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement registration statement or Prospectuses Prospectus then in effect or that requires the making of a change in such Registration Statement registration statement or Prospectuses Prospectus in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses registration statement of Prospectus that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Sectionsection, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 1 contract

Samples: Distribution Agreement (Victory Portfolios)

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of Shares under the Securities Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC (“Rules”). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review.. 4865-8966-2205 (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 1 contract

Samples: Distribution Agreement (Victory Variable Insurance Funds II)

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of Shares under the Securities Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (i) unaudited semi-annual financial statements of the Funds prepared by the Trust, (ii) a monthly itemized list of the securities held by each Fund, (iii) monthly balance sheets as soon as practicable after the end of each month, and (iv) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC (“Rules”). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s review. (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares.. 4869-3776-8956 (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.: (i) of any request by the Commission for amendments to the Registration Statement or Prospectuses then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact in the Registration Statement or Prospectuses then in effect or that requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses that may from time to time be filed with the Commission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Section, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 1 contract

Samples: Distribution Agreement (Victory Portfolios IV)

Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of the Shares under the Securities Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s 's officers in connection with the qualification of the Shares for sale in such states as the Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its qualification as a dealer under state or federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by the Distributor in connection with the sale of the Shares as contemplated in this Agreement. It is understood that certain advertising, marketing, shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid by the Funds as provided in this Agreement and in the Plans relating thereto. (c) The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such supplemental information with respect to the Funds and the Shares as the Distributor may reasonably request, and the Trust warrants that any such supplemental information fairly shows or represents what it purports to show or represent. The Trust shall also furnish the Distributor upon request with: (ia) unaudited semi-annual financial statements of the Funds prepared by the Trust, (iib) a monthly itemized list of the securities held by each Fund, (iiic) monthly balance sheets as soon as practicable after the end of each month, and (ivd) from time to time such additional information regarding the financial condition of the Funds as the Distributor may reasonably request. (d) The Trust shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC ("Rules"). (e) The Trust reserves the right to reject any purchase order for Shares. (f) The Trust may use, or may request the Distributor to use, an electronic processing system over the internet in which electronically transmitted orders are forwarded electronically for processing under circumstances in which the Distributor will not review the orders. Under such circumstances, the Trust acknowledges and agrees that it will independently determine determinate that any third party used by the Trust to process orders is a satisfactory service provider to process such orders without the Distributor’s 's review. (g) The Trust authorizes the Distributor and dealers to use the most current Prospectus in the form furnished by the Trust in connection with the sale of the Shares. (h) The Trust agrees to advise (directly or through one of its service providers) the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor pursuant to Section VIII.VIII or by e-mail to rick.froio@bisys.com and vexxxxxx.xxxxx@xxxxx.xom: (i) of any request by the Commission for amendments to the Registration Statement registration statement or Prospectuses Prospectus then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement registration statement or Prospectuses Prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement registration statement or Prospectuses Prospectus then in effect or that requires the making of a change in such Registration Statement registration statement or Prospectuses Prospectus in order to make the statements therein not misleading; and (iv) of any action of the Commission with respect to any amendment to any Registration Statement or Prospectuses registration statement of Prospectus that may from time to time be filed with the Commissioncommission, that could reasonably be expected to have a material negative impact upon the offering of Shares; provided that, for purposes of this Sectionsection, informal requests by or acts of the staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Appears in 1 contract

Samples: Distribution Agreement (Victory Institutional Funds)

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