Common use of Sales of Shares Clause in Contracts

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various states, under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Trust, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 8 contracts

Samples: Distribution Agreement (Financial Investors Trust), Distribution Agreement (Financial Investors Trust), Distribution Agreement (Financial Investors Trust)

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Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’s authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the Trust, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 6 contracts

Samples: Distribution Agreement (Litman Gregory Funds Trust), Distribution Agreement (ALPS Series Trust), Distribution Agreement (ALPS Series Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designaterequest. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 5 contracts

Samples: Distribution Agreement (Pax World Funds Series Trust Iii), Distribution Agreement (Pax World Funds Series Trust I), Distribution Agreement (Pax World Funds Series Trust I)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’s authority to process orders for Shares on behalf of the Fund if, in the judgment of the Trust, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 4 contracts

Samples: Distribution Agreement (Financial Investors Trust), Distribution Agreement (ALPS Series Trust), Distribution Agreement (ALPS Series Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. Upon notice to ALPS by the Fund, no shares shall be distributed or offered by ALPS under any provisions of this Agreement and no orders for purchases of Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any provisions of the 1933 Act, or if and so long as a current prospectus as required by Section 5(b)(2) of the 1933 Act is not on file with the SEC. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials (including all sales literature, such as advertisements, brochures and shareholder communications) with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. The terms of the selling agreements ALPS enters into with selected dealers or others will require such financial intermediaries to conform to the applicable provisions of the Fund’s prospectus and statement of additional information and relevant rules and regulations relating to the sale of investment company shares, including with respect to the public offering of the Shares. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material relating to the Fund that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with with, and subject to the Trustapproval of, the Fund or its counsel, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 3 contracts

Samples: Distribution Agreement (GLG Investment Series Trust), Distribution Agreement (GLG Investment Series Trust), Distribution Agreement (GLG Investment Series Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with relating to the Trust, subject to prior written approval by the Trust’s investment adviser and provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Trust are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 3 contracts

Samples: Distribution Agreement (Transparent Value Trust), Distribution Agreement (Transparent Value Trust), Distribution Agreement (Transparent Value Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust (which may be an affiliate of ALPS). ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. However, this shall not in any way limit the liability that an affiliate of ALPS may have for the calculation of the net asset value per Share pursuant to a separate agreement between the Trust and the affiliate of ALPS. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust acknowledges and agrees to that ALPS will execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Trust may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company the transfer agent in writing or other means of data transmission to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, requested. Such request will be made as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such orderorder by the Trust, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 3 contracts

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

Sales of Shares. (a) The Trust Cortina grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various states, under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Cortina reserves the right to sell Shares directly to investors on applications received and accepted by the TrustCortina. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Cortina will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Cortina reserves the right to suspend sales and ALPS’s authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the TrustCortina, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the TrustCortina. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or othersothers with respect to the sale of Shares; provided, however, that the form of any dealer agreement shall be approved by Cortina. (g) ALPS is not authorized by the Trust Cortina to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’s use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustCortina, provided such sales literature complies with applicable law and regulations. (h) The Trust Cortina agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Cortina shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Cortina shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Cortina agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Cortina must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Cortina shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Cortina (which shall not be unreasonably withheld); provided, however, that the Trust Cortina hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s Funds’ transfer agent. All purchase orders shall be accepted at the time and in the manner set forth in the Funds’ prospectus. (m) The Trust Cortina agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Cortina of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Cortina agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx1933 Act. The Trust Cortina shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Cortina will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust Cortina agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Cortina will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 3 contracts

Samples: Distribution Agreement (Cortina Funds, Inc.), Distribution Agreement (Cortina Funds, Inc.), Distribution Agreement (Cortina Funds, Inc.)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Trust are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 3 contracts

Samples: Distribution Agreement (Centre Funds), Distribution Agreement (Financial Investors Trust), Distribution Agreement (ALPS Series Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves Funds reserve the right to sell Shares directly to investors on applications received and accepted by the TrustFunds. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves Funds reserve the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the TrustFunds, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the TrustFunds. (f) In consideration of these rights granted to ALPSALPS under this Agreement, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review advertising materials submitted to ALPS by representatives of the Trust and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Funds to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFunds, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Funds shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Funds shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Funds shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Funds (which shall not be unreasonably withheld); provided, however, that the Trust each Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 1000 Xxx. The Trust Funds shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Funds will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Funds will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 2 contracts

Samples: Distribution Agreement (Goehring & Rozencwajg Investment Funds), Distribution Agreement (Goehring & Rozencwajg Investment Funds)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the Trust, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, CFTC, NFA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, CFTC, NFA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 2 contracts

Samples: Distribution Agreement (USCF Mutual Funds Trust), Distribution Agreement (USCF Mutual Funds Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its the Funds’ shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund Trust or the Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust or the Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statementregistration statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 2 contracts

Samples: Distribution Agreement (Financial Investors Trust), Distribution Agreement (Financial Investors Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. However, this shall not in any way limit the liability that an affiliate of ALPS may have for the calculation of the net asset value per Share pursuant to a separate agreement between the Trust and the ALPS’ affiliate. (e) The Trust reserves the right to suspend Share sales and ALPS’ authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the Trust, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, information and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the any Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust or the Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company the transfer agent in writing or other means of data transmission to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, requested. Such request shall be made as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such orderorder by the Trust, upon the terms described in the Registration StatementTrust’s registration statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 2 contracts

Samples: Distribution Agreement (Oak Associates Funds), Distribution Agreement (Oak Associates Funds)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the Trust, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 1000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 2 contracts

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

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the sole and absolute judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Trust may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 2 contracts

Samples: Distribution Agreement (BPV Family of Funds), Distribution Agreement (Tilson Investment Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus prospectuses and statement statements of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus prospectuses and/or statement statements of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s relevant current prospectus prospectuses and/or statement statements of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price as requested by the Trust and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation, but only in consultation with the Trust. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Exchange Act and or the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus prospectuses and statement statements of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate but only in consultation with the Trust, provided such sales literature complies with applicable law laws and regulations. (h) The Trust agrees that it will take all action necessary to register the an indefinite number of Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectusprospectuses, statement statements of additional information, and periodic reports that are not publicly available as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which papers that ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus prospectuses and statement statements of additional information of the Fund Trust and in all other materials which that merely refer in accurate terms to its appointment hereunder or which that are required by the SEC, FINRA, OCC the Office of the Comptroller of the Currency (the “OCC”) or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which that merely refer in accurate terms to the appointment of ALPS hereunder, hereunder or which that are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the relevant Fund and to request The Depository Trust Company the Trust’s transfer agent to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the relevant prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration StatementTrust’s registration statements. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 2 contracts

Samples: Distribution Agreement (Stone Ridge Trust), Distribution Agreement (Stone Ridge Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust or otherwise in accordance with applicable selling agreements and disclosures in the Trust’s registration statement. The net asset value of the Shares will be calculated by the ALPS’ affiliate, ALPS Fund or by another entity on behalf of the FundServices, Inc., pursuant to a separate agreement. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the sole and absolute judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others; provided, however, that ALPS will communicate with the Trust regarding any such arrangements. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Trust may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any [Deleted -- Covered in (h) and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information(i).]

Appears in 2 contracts

Samples: Distribution Agreement (Stadion Investment Trust), Distribution Agreement (Stadion Investment Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS APSD the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS APSD shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS APSD shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS APSD or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS APSD has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPSAPSD’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPSAPSD, ALPS APSD agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS APSD shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS APSD from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS APSD will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS APSD is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPSAPSD’ use. Consistent with the foregoing, ALPS APSD may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPSAPSD, at ALPSAPSD’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS APSD may reasonably request. The Trust Fund shall furnish to ALPS APSD copies of all information, financial statements and other papers, which ALPS APSD may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS APSD may designate. The Trust Fund must notify ALPS APSD in writing of the states in which the Shares may be sold and must notify ALPS APSD in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPSAPSD, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS APSD (which shall not be unreasonably withheld); provided, however, that ALPS APSD hereby approves all lawful uses of the names of ALPS APSD and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS APSD nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS APSD which merely refer in accurate terms to the appointment of ALPS APSD hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS APSD will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS APSD has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 1000 Xxx. The Trust Fund shall make available to ALPSAPSD, at ALPSAPSD’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS APSD may reasonably request. The Trust Fund will furnish to ALPS APSD copies of all information, financial statements and other papers, which ALPS APSD may reasonably request. (o) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS APSD may designate. The Trust Fund will keep ALPS APSD informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS APSD of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Clough Funds Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFund at the time of such redemption. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’s authority to process orders for Shares on behalf of the Fund if, in the judgment of the Trust, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustTrust and the Fund’s investment adviser, as applicable, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request1933 Act. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (ALPS Series Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Registration Statement then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS as the principal underwriter to the Fund shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional informationRegistration Statement, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional informationRegistration Statement. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional informationRegistration Statement, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not nut use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information Registration Statement of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l1) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary Upon the prior written request of the Fund, ALPS shall prepare reports for the Fund’s Board of Trustees regarding its activities under this Agreement as from time to register an indefinite number time shall be reasonably requested by the Fund’s Board of Shares under Trustees, including reports regarding the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number facilitation of copies Rule 12b-l payments by ALPS on behalf of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably requestthe Fund. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that ALPS shall facilitate the payment of Rule 12b-l fees in accordance with the Fund’s Rule 12b-l Plan, as may be reasonably necessary in connection amended from time to time by the Fund’s Board of Trustees, and shall monitor the payment of such fees and imposition of sales charges to ensure compliance with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this informationFund’s Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Smead Funds Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the FundPortfolios, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various states, under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Portfolios then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s Portfolios’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Portfolios’ current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Portfolios if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’s use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, information and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundPortfolios. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund Portfolios and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust Fund shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund Portfolios are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Financial Investors Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust and the Funds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the a Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the a Fund if, in the judgment of the Trust, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the a Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ the Trust’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust or the Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name and the Funds’ names in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (James Advantage Funds)

Sales of Shares. (a) The Trust Cortina grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various states, under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Cortina reserves the right to sell Shares directly to investors on applications received and accepted by the TrustCortina. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Cortina will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Cortina reserves the right to suspend sales and ALPS’S authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the TrustCortina, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the TrustCortina. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or othersothers with respect to the sale of Shares; provided, however, that the form of any dealer agreement shall be approved by Cortina. (g) ALPS is not authorized by the Trust Cortina to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’S use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustCortina, provided such sales literature complies with applicable law and regulations. (h) The Trust Cortina agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Cortina shall make available to ALPS, at ALPS’S expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Cortina shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Cortina agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Cortina must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Cortina shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Cortina (which shall not be unreasonably withheld); provided, however, that the Trust Cortina hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s Funds’ transfer agent. All purchase orders shall be accepted at the time and in the manner set forth in the Funds’ prospectus. (m) The Trust Cortina agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Cortina of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Cortina agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx1933 Act. The Trust Cortina shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Cortina will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust Cortina agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Cortina will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Cortina Funds, Inc.)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust or any series portfolio thereof in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Trust are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (RiverNorth Funds)

Sales of Shares. (a) The Trust Fund grants to ALPS APSD the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS APSD shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS APSD shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS APSD or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS APSD has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPSAPSD’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPSAPSD, ALPS APSD agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS APSD shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS APSD from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS APSD will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS APSD is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPSAPSD’ use. Consistent with the foregoing, ALPS APSD may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPSAPSD, at ALPSAPSD’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS APSD may reasonably request. The Trust Fund shall furnish to ALPS APSD copies of all information, financial statements and other papers, which ALPS APSD may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS APSD may designate. The Trust Fund must notify ALPS APSD in writing of the states in which the Shares may be sold and must notify ALPS APSD in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPSAPSD, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS APSD (which shall not be unreasonably withheld); provided, however, that ALPS APSD hereby approves all lawful uses of the names of ALPS APSD and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS APSD nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS APSD which merely refer in accurate terms to the appointment of ALPS APSD hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS APSD will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS APSD has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust Fund shall make available to ALPSAPSD, at ALPSAPSD’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS APSD may reasonably request. The Trust Fund will furnish to ALPS APSD copies of all information, financial statements and other papers, which ALPS APSD may reasonably request. (o) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS APSD may designate. The Trust Fund will keep ALPS APSD informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS APSD of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Clough Funds Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitationShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its the Fund’s prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the Fund’s prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Trust or the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name and that of the Fund in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible or liable for: (i) any operational matters associated with the settlement of Fund transactions through FundSERV or Networking; and (ii) in connection with a conversion of services to ALPS, if applicable, any transactions occurring by or though the ALPS sponsored NSCC number with respect to the Funds involving a financial intermediary that does not have an Intermediary Agreement (as defined below in Section 4(p)) executed with ALPS. (n) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statementregistration statement. (no) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 1933 Xxx. The Xxe Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its the Fund’s prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (op) The Trust agrees to execute any At the request and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary direction of the Trust, ALPS enters into agreements with financial intermediaries in connection with the qualification sale of Shares (each, an “Intermediary Agreement”). ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a Rule 12b-1 distribution plan or other such plan approved by the Shares Trust’s Board of Trustees, or from the Fund’s investment adviser. ALPS will take direction from a Fund with respect to (1) facilitation of payments to financial intermediaries from Fund assets for sale in such states as ALPS may designate. The Trust will keep ALPS informed the purposes authorized by the Board of Trustees under the jurisdictions in which Shares of the Fund are authorized for sale applicable plan, and shall promptly notify ALPS of any change in this information(2) entering into Intermediary Agreements.

Appears in 1 contract

Samples: Distribution Agreement (Manager Directed Portfolios)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in summary prospectuses, shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such summary prospectuses or sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, summary prospectuses, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statementregistration statement. (n) The Trust Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Arbitrage Funds)

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Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’s authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the Trust, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Financial Investors Trust)

Sales of Shares. (a) The Trust grants to ALPS the Distributor the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS the Distributor shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS the Distributor shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS the Distributor or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s 's current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS the Distributor has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ the Distributor' authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the Trust, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPSthe Distributor, ALPS the Distributor agrees to use its reasonable best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS the Distributor shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS the Distributor will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ the Distributor' use. Consistent with the foregoing, ALPS the Distributor may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPSthe Distributor, at ALPSthe Distributor’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS the Distributor may reasonably request. The Trust shall furnish to ALPS the Distributor copies of all information, financial statements and other papers, which ALPS the Distributor may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Distributor may designate. The Trust must notify ALPS the Distributor in writing of the states in which the Shares may be sold and must notify ALPS the Distributor in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPSthe Distributor, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund Funds in any manner without the prior written consent of ALPS the Distributor (which shall not be unreasonably withheld); provided, however, that ALPS the Distributor hereby approves all lawful uses of the names of ALPS the Distributor and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS the Distributor nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS the Distributor which merely refer in accurate terms to the appointment of ALPS the Distributor hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS the Distributor will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s Funds' transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS the Distributor has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPSthe Distributor, at ALPS’ the Distributor' expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS the Distributor may reasonably request. The Trust will furnish to ALPS the Distributor copies of all information, financial statements and other papers, which ALPS the Distributor may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Distributor may designate. The Trust will keep ALPS the Distributor informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS the Distributor of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Shelton Funds)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitationShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance ALPS shall maintain membership with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component National Securities Clearing Corporation (together with any fees“NSCC”) and acceptance of such order, upon any other similar successor organization to sponsor a participant number for the terms described Funds in order to enable the Registration Statement. (n) The Trust agrees that it Shares to be traded through FundSERV. ALPS will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute not be responsible for any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection operational matters associated with the qualification settlement of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this informationtransactions through FundSERV or Networking.

Appears in 1 contract

Samples: Distribution Agreement (Axonic Funds)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ s authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the Trust, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l1) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Litman Gregory Funds Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the an indefinite number of Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) purchase amount and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (EGA Frontier Diversified Core Fund)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various states, under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’s authority to process orders for Shares on behalf of the Fund if, in the judgment of the Trust, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 1933 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’s use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Financial Investors Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the sole and absolute judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Trust may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (BPV Family of Funds)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the sole and absolute judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.its

Appears in 1 contract

Samples: Distribution Agreement (BPV Family of Funds)

Sales of Shares. (a) The Trust grants to ALPS the Distributor the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws’ ), under the terms and conditions set forth in this Agreement. ALPS , the Distributor shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS the Distributor shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS the Distributor or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the Fund. ALPS Funds, the Distributor has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPSthe Distributor’ authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the Trust, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPSthe Distributor, ALPS the Distributor agrees to use its reasonable best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS , the Distributor shall review review' and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS , the Distributor will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPSthe Distributor’ use. Consistent with the foregoing, ALPS the Distributor may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary necessary' to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPSthe Distributor, at ALPSthe Distributor’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS the Distributor may reasonably request. The Trust shall furnish to ALPS the Distributor copies of all information, financial statements and other papers, which ALPS the Distributor may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Distributor may designate. The Tire Trust must notify ALPS the Distributor in writing of the states in which the Shares may be sold and must notify ALPS the Distributor in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPSthe Distributor, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund Funds in any manner without the prior written consent of ALPS the Distributor (which shall not be unreasonably withheld); provided, however, that ALPS the Distributor hereby approves all lawful uses of the names of ALPS the Distributor and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority'. (k) Neither ALPS the Distributor nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS the Distributor which merely refer in accurate terms to the appointment of ALPS the Distributor hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS the Distributor will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS the Distributor has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPSthe Distributor, at ALPSthe Distributor’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS the Distributor may reasonably request. The Trust will furnish to ALPS the Distributor copies of all information, financial statements and other papers, which ALPS the Distributor may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Distributor may designate. The Trust will keep ALPS the Distributor informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS the Distributor of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (SCM Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Registration Statement then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS as the principal underwriter to the Fund shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional informationRegistration Statement, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional informationRegistration Statement. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional informationRegistration Statement, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information Registration Statement of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary Upon the prior written request of the Fund, ALPS shall prepare reports for the Fund’s Board of Trustees regarding its activities under this Agreement as from time to register an indefinite number time shall be reasonably requested by the Fund’s Board of Shares under Trustees, including reports regarding the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number facilitation of copies Rule 12b-1 payments by ALPS on behalf of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably requestthe Fund. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that ALPS shall facilitate the payment of Rule 12b-1 fees in accordance with the Fund’s Rule 12b-1 Plan, as may be reasonably necessary in connection amended from time to time by the Fund’s Board of Trustees, and shall monitor the payment of such fees and imposition of sales charges to ensure compliance with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this informationFund’s Registration Statement.

Appears in 1 contract

Samples: Distribution Agreement (Smead Funds Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for distribute the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitationShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notificationstates. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds in order to enable the Shares to be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the settlement of Fund transactions through FundSERV or Networking. (n) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statementregistration statement. (no) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, its financial statements and other papers, which information that ALPS may reasonably requestrequest in connection with ALPS’ performance of due diligence with respect to the services covered by this Agreement. (op) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary At the request of the Trust, ALPS enters into agreements with financial intermediaries in connection with the qualification sale of Fund shares. ALPS will not be obligated to make payments to any such financial intermediaries unless ALPS has received an authorized payment from such applicable Fund, if subject to a distribution plan or other such plan approved by the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed Trust’s Board of Trustees, and/or the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this informationapplicable Fund’s investment adviser.

Appears in 1 contract

Samples: Distribution Agreement (Bridge Builder Trust)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best commercially reasonable efforts to solicit orders for distribute the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitationShares. ALPS shall review and file such Fund advertising materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, with the prior written consent of the Fund (which shall not be unreasonably withheld), ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees ALPS shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to issue Shares of sponsor a participant number for the Fund and in order to request The Depository Trust Company enable the Shares to record on its books the ownership of such Shares in accordance be traded through FundSERV. ALPS will not be responsible for any operational matters associated with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested settlement of Fund transactions through the transfer agent in writing FundSERV or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration StatementNetworking. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (X-Square Balanced Fund, LLC)

Sales of Shares. (a) The Trust Fund grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust Fund reserves the right to sell Shares directly to investors on applications received and accepted by the TrustFund. (c) Except as otherwise noted in the Fund’s then current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s then current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust Fund reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund if, in the judgment of the TrustFund, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the TrustFund. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFund, provided such sales literature complies with applicable law and regulations. (h) The Trust Fund agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Fund shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in to accurate terms to its of their appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Fund (which shall not be unreasonably withheld); provided, however, that the Trust Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust Fund agrees to issue Shares of the Fund and to request [The Depository Trust Company Company] to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust Fund shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Fund will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Cook & Bynum Funds Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933I 933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust (which may be an affiliate of ALPS). ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. However, this shall not in any way limit the liability that an affiliate of ALPS may have for the calculation of the net asset value per Share pursuant to a separate agreement between the Trust and the affiliate of ALPS. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders)Act. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust acknowledges and agrees to that ALPS will execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS the Trust may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company the transfer agent in writing or other means of data transmission to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, requested. Such request will be made as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such orderorder by the Trust, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Wesmark Funds)

Sales of Shares. (a) The Trust Company grants to ALPS the right to sell the Shares as agent on behalf of the FundFunds, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act Act, and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundFunds, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Funds then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves Funds reserve the right to sell Shares directly to investors on applications received and accepted by the TrustFunds. (c) Except as otherwise noted in the Fund’s Funds’ current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Funds will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Fund’s Funds’ current prospectus and/or statement of additional information. (d) The Fund Funds shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundFunds. The net asset value of the Shares will be calculated by the Fund Funds or by another entity on behalf of the FundFunds. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves Funds reserve the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Funds if, in the judgment of the TrustFunds, it is in the best interests of the Fund Funds to do so. Suspension will continue for such period as may be determined by the TrustFunds. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust Funds to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Funds for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the TrustFunds, provided such sales literature complies with applicable law and regulations. (h) The Trust Company agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust Funds shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Funds shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundFunds. (i) The Trust Company agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Company must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust Funds shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Funds in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Funds and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Funds in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust Funds (which shall not be unreasonably withheld); provided, however, that the Trust each Fund hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s Funds’ transfer agent. (m) The Trust Company agrees to issue Shares of the Fund Funds and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Funds of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust Company agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 Xxx. The Trust Funds shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust Funds will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust Company agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust Funds will keep ALPS informed of the jurisdictions in which Shares of the Fund Funds are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (Meridian Fund Inc)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the Fund, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the Fund, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the each Fund’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust Fund will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the each Fund’s current prospectus and/or statement of additional information. (d) The Fund shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the Fund. The net asset value of the Shares will be calculated by the Fund or by another entity on behalf of the Fund. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’s authority to process orders for Shares on behalf of the Fund if, in the judgment of the Trust, it is in the best interests of the Fund to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the Fund. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, literature and other material relating to the Fund in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC FINRA or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the Fund’s transfer agent. (m) The Trust agrees to issue Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 1000 Xxx. The Trust shall make available to ALPS, at ALPS’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (ALPS Series Trust)

Sales of Shares. (a) The Trust grants to ALPS the right to sell the Shares as agent on behalf of the FundTrust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Investment Company Act of 1940, as amended (the “1940 Act Act”), and of the laws governing the sale of securities in the various statesstates (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. ALPS shall have the right to sell, as agent on behalf of the FundTrust, the Shares covered by the registration statement, prospectus and statement of additional information for the Fund Trust then in effect under the 1933 Act and 1940 Act. (b) The rights granted to ALPS shall be exclusive, except that the Trust reserves the right to sell Shares directly to investors on applications received and accepted by the Trust. (c) Except as otherwise noted in the FundTrust’s current prospectus and/or statement of additional information, all Shares sold to investors by ALPS or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the FundTrust’s current prospectus and/or statement of additional information. (d) The Fund Trust shall receive the net asset value per Share on all sales. If a fee in connection with shareholder redemptions is in effect, such fee will be paid to the FundTrust. The net asset value of the Shares will be calculated by the Fund Trust or by another entity on behalf of the FundTrust. ALPS has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. (e) The Trust reserves the right to suspend sales and ALPS’ authority to process orders for Shares on behalf of the Fund Trust if, in the judgment of the Trust, it is in the best interests of the Fund Trust to do so. Suspension will continue for such period as may be determined by the Trust. (f) In consideration of these rights granted to ALPS, ALPS agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. ALPS shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent ALPS from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. ALPS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (g) ALPS is not authorized by the Trust to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund Trust for ALPS’ use. Consistent with the foregoing, ALPS may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with applicable law and regulations. (h) The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act and the 1940 Act (subject to the necessary approval of its shareholders). The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust shall furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Shares of the FundTrust. (i) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust must notify ALPS in writing of the states in which the Shares may be sold and must notify ALPS in writing of any changes to the information contained in the previous notification. (j) The Trust shall not use the name of ALPS, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Fund Trust in any manner without the prior written consent of ALPS (which shall not be unreasonably withheld); provided, however, that ALPS hereby approves all lawful uses of the names of ALPS and its affiliates in the prospectus and statement of additional information of the Fund Trust and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, OCC or any state securities authority. (k) Neither ALPS nor any of its affiliates shall use the name of the Fund Trust or any series portfolio thereof in any publicly disseminated materials, including sales literature, in any manner without the prior consent of the Trust (which shall not be unreasonably withheld); provided, however, that the Trust hereby approves all lawful uses of its name in any required regulatory filings of ALPS which merely refer in accurate terms to the appointment of ALPS hereunder, or which are required by the SEC, FINRA, OCC or any state securities authority. (l) ALPS will promptly transmit any orders received by it for purchase, redemption redemption, or exchange of the Shares to the FundTrust’s transfer agent. (m) The Trust agrees to issue Shares of the Fund Trust and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. (n) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 0000 1000 Xxx. The Trust shall make available to ALPS, at ALPS’ expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Trust will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request. (o) The Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Trust will keep ALPS informed of the jurisdictions in which Shares of the Fund Trust are authorized for sale and shall promptly notify ALPS of any change in this information.

Appears in 1 contract

Samples: Distribution Agreement (RiverNorth Funds)

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