SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints the Distributor as exclusive distributor of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “1933 Act”), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. 1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated. 1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares. The Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated that the Distributor will enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing law, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby. 1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “Investment Entities”), including Investment Entities having investment objectives similar to those of the Portfolios. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this Agreement. 1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor. 1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRA. 1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund. 1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination. 1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification. 1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of a Portfolio’s books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request. 1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “Registration Statement” shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 7 contracts
Samples: Distribution Agreement (Northern Funds), Distribution Agreement (Northern Institutional Funds), Distribution Agreement (Northern Funds)
SERVICE AS DISTRIBUTOR. 1.1 1.1. The Fund hereby appoints Distributor will act on behalf of the Distributor as exclusive distributor Trust for the distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “1933 Act”), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of the Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of the Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable)1.2. The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use such efforts as is deemed appropriate efforts by the Distributor to solicit orders for the sale of the SharesShares and to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Trust understands that the Distributor may serve as the distributor of the shares of other investment companies and series thereof (collectively, “Companies”), including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that the Distributor‘s duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the distribution services set forth in Schedule B payment of compensation to this Agreement. It is contemplated brokers, dealers and other financial institutions which make shares available to their customers (collectively, “Dealers”); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to prospective shareholders; and the costs of printing, distributing and publishing sales literature and advertising material; provided, however, that the Distributor will enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms Funds (or particular classes thereof) may bear certain of these expenses to the extent authorized by the Board and permitted under a plan of distribution adopted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing law, with respect the Trust pursuant to Rule 12b-1 under the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby1940 Act.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “Investment Entities”), including Investment Entities having investment objectives similar to those of the Portfolios1.4. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this Agreement.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority (“FINRA“).
1.7 1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the FundTrust.
1.8 1.6. Whenever in its judgment such action is warrantedwarranted by unusual market, economic or political conditions, the Fund Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund Trust deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination.
1.9 1.7. The Fund Trust agrees at its own expense 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 where Shares are offered for saleas the Distributor may designate.
1.8. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund Trust and the Shares as the Distributor may reasonably request; and the Fund Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund Trust shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of a Portfolio’s each Fund‘s books and accounts prepared by the FundTrust, (b) quarterly earnings statements of a Portfolio prepared by the FundTrust, (c) a monthly itemized list of the securities in a Portfoliocomprising the portfolio of each Fund, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio the Trust and the Funds as the Distributor may reasonably request.
1.11 1.9. The Fund Trust represents to the Distributor that all the Registration Statements and Prospectuses prospectuses filed by the Fund Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “Registration Statement” shall mean any Registration Statement and any Prospectus prospectus and any Statement statement of Additional Information additional information relating to the Fund Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund Trust by the Distributor or any affiliate of the Distributor expressly for use in the Registration StatementDistributor, the Fund Trust represents and warrants to the Distributor that that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SECSEC thereunder; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may Trust may, but shall not be obligated to to, propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus prospectus as, in the light of future developments, may, in the opinion of the Distributor’s Trust‘s counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Fund Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen (15) days after receipt by the Fund Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus prospectus without giving the Distributor reasonable notice thereof in advance; providedprovided that, however, that nothing contained in this Agreement shall in any way limit the Fund’s Trust‘s right to file at any time such amendments to any Registration Statement Statements and/or supplements to any Prospectusprospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 3 contracts
Samples: Distribution Agreement (PFM Funds), Distribution Agreement (PFM Funds), Distribution Agreement (Commonwealth Cash Reserve Fund Inc)
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints the Distributor as exclusive distributor of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ ' then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “"Prospectus” " and “"Statement of Additional Information”"), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares. The Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated that the Distributor will enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) NASD regulations or other governing law, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the Portfolios. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s 's then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s 's books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 3 contracts
Samples: Distribution Agreement (Northern Institutional Funds), Distribution Agreement (Northern Institutional Funds), Distribution Agreement (Northern Institutional Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints Distributor will act on behalf of the Distributor as exclusive distributor Company for the distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated use efforts deemed appropriate by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the SharesShares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The To the extent that the Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in receives shareholder services fees under any shareholder services plan adopted by the sale of Shares, including, but not limited toCompany, the distribution Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services set forth in Schedule B with respect to this Agreementthe relevant shareholders of the Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into selling sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) NASD regulations or other governing law, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 1.3 The Fund Company understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the PortfoliosCompany. The Fund Company further understands that investors and potential investors in the Portfolios Company may invest in shares of such other Investment Entities. The Fund Company agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund Company under this AgreementSection 1.3.
1.5 1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current Prospectus Company's prospectus and Statement statement of Additional Information additional information and such other materials as the Fund Company shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 1.5 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the FundCompany on the same business day that such orders are received by the Distributor.
1.8 1.7 Whenever in its judgment such action is warrantedwarranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund Company deems it advisable to accept such orders and to make such sales, and the Fund shall notify Company advises the Distributor promptly of any such determination.
1.8 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders.
1.9 The Fund Company agrees at its own expense 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 where Shares are offered for saleas the Distributor may designate. The Fund Company shall notify the Distributor in writing of the states in which the Shares are to may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund Company and the Shares as the Distributor may reasonably request; and the Fund Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund Company shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s Fund's books and accounts prepared by the FundCompany, (b) quarterly earnings statements of a Portfolio prepared by the FundCompany, (c) a monthly itemized list of the securities in a Portfoliothe Funds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio the Company as the Distributor may reasonably request.
1.11 The Fund Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Fund Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus prospectus and any Statement statement of Additional Information additional information relating to the Fund Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund Company represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Fund Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund Company shall not file any amendment to any Registration Statement or supplement to any Prospectus prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s Company's right to file at any time such amendments to any Registration Statement Statements and/or supplements to any Prospectusprospectus, of whatever character, as the Fund Company may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 2 contracts
Samples: Distribution Agreement (Undiscovered Managers Funds), Distribution Agreement (Undiscovered Managers Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Fund hereby appoints for the Distributor as exclusive distributor distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”), on ") and provide the terms and for the periods set forth distribution services outlined in Schedule B to this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus Prospectus and statement Statement of additional information Additional Information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”)Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use efforts deemed appropriate efforts by the Distributor to solicit orders for the sale of the SharesShares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The To the extent that the Distributor shall, at its own expense, finance appropriate activities which are primarily intended receives fees under any plan adopted by the Fund pursuant to result in Rule 12b-1 under the sale of Shares, including, but not limited to1940 Act, the distribution Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of marketing or sales services set forth in Schedule B with respect to this Agreementthe Shares as may be required pursuant to such plan. To the extent that the Distributor receives shareholder services fees under any shareholder services plan adopted by the Fund, the Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. It is contemplated that the Distributor will enter into selling sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing law, with respect to the offering of Shares to the publicfirms. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration StatementProspectus, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the PortfoliosFund. The Fund further understands that investors and potential investors in the Portfolios Fund may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current 's Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all all: agreements, plans, communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warrantedwarranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify advises the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for saleas the Distributor may designate. The Fund shall notify the Distributor in writing of the states in which the Shares are to may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s 's books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfoliothe Portfolios, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio the Fund as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor Fund may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s Fund's counsel, be necessary or advisable. The Distributor Fund shall promptly notify the Fund Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 2 contracts
Samples: Sub Advisory Agreement (New Covenant Funds), Distribution Agreement (New Covenant Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints the Distributor as exclusive distributor of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ ' then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “"Prospectus” " and “"Statement of Additional Information”"), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares. The Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated that the Distributor will may enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing lawfirms, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the Portfolios. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s 's then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s 's books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 2 contracts
Samples: Distribution Agreement (Northern Funds), Distribution Agreement (Northern Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints the Distributor as exclusive distributor of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ ' then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “"Prospectus” " and “"Statement of Additional Information”"), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares. The Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated that the Distributor will enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing lawfirms, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the Portfolios. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s 's then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s 's books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 1 contract
Samples: Distribution Agreement (Northern Institutional Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints Distributor will act as the Distributor Fund's Principal Underwriter (as exclusive distributor defined in the 0000 Xxx) for the distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees shall offer Shares at the net asset value per Share to render be calculated as described in the services and perform Registration Statement. To the duties set forth extent that the Distribution receives payment for Shares, the Fund shall receive the applicable net asset value on all sales of Shares by the Distributor. Except as provided in this Agreement without compensation. The the previous sentence, the Distributor will have no liability to the Fund for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated use efforts deemed appropriate by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the SharesShares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The To the extent that the Distributor shall, at its own expense, finance appropriate activities which are primarily intended receives fees under any plan adopted by the Fund pursuant to result in Rule 12b-1 under the sale of Shares, including, but not limited to1940 Act, the distribution Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of marketing or sales services set forth in Schedule B with respect to this Agreementthe Shares as may be required pursuant to such plan. To the extent that the Distributor receives shareholder services fees under any shareholder services plan adopted by the Fund, the Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. It is contemplated that the Distributor will will, at the Fund's direction, enter into selling sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing law, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit therebyfirms.
1.4 1.3 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the PortfoliosFund. The Fund fund further understands that investors and potential investors in the Portfolios Fund may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.3.
1.5 1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then fund's then-current Prospectus prospectus and Statement statement of Additional Information additional information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 1.5 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC Securities and Exchange Commission (the "SEC") or FINRAthe National Association of Securities Dealers ("NASD"), including without limitation the NASD Conduct Rules.
1.7 1.6 The Distributor will promptly transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 1.7 Whenever in its judgment such action is warrantedwarranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify advises the Distributor promptly of any such determination.
1.8 The Distributor shall not have any responsibility for any costs and expenses in connection with the registration of the Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to current shareholders.
1.9 The Fund fund agrees at its own expense 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 where Shares are offered for saleas the Distributor may designate and as may be agreed to by the Fund. The Fund shall notify the Distributor in writing of the states in which the Shares are to may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: (a) the Fund's audited annual statements and unaudited semi-annual statements of a Portfolio’s the Fund's books and accounts prepared by the Fund, and (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio the fund as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “Registration Statement” shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor distributor or any affiliate of the Distributor expressly for use that the Distributor or such affiliate should reasonably expect to be used in the Registration Statement, the Fund fund represents and warrants to the Distributor that any Registration StatementStatement filed by the Fund with the SEC, when such Registration Statement becomes become effective, will contain statements required to be stated therein to be in material conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of material fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the SharesShares in light of the circumstances in which they were made. The Distributor may but shall not be obligated to propose to the Fund from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund fund shall not file any amendment to any Registration Statement or supplement to any Prospectus prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement Statements and/or supplements to any Prospectusprospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. .
(a) The Fund authorizes the Distributor to use any Prospectus its then-current prospectus or Statement statement of Additional Information additional information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
(b) The Fund agrees to indemnify and hold harmless the Distributor, its officers, directors, and employees, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses, damages, charges, payments and liabilities of any sort of kind ("Losses") which the Distributor, its officers, directors, employees or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact contained in the Fund's Registration Statement, prospectus, statement of additional information, or sales literature (including amendments and supplements thereto), or (ii) any omission, or alleged omission, to state a material fact required to be stated in the Fund's Registration Statement, prospectus, statement of additional information or sales literature (including amendments or supplements thereto), necessary to make the statements therein not misleading; provided, however, that insofar as Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished to the Fund by the Distributor or its affiliated persons for use in the Fund's Registration Statement, prospectus, or statement of additional information or sales literature (including amendments or supplements thereto) or arise by reason of the Distributor's willful misfeasance, bad faith or negligence in the performance of the Distributor's duties hereunder, such indemnification is not applicable.
(c) The Fund acknowledges and agrees that in the event that the Distributor, at the request of the Fund, are required to give indemnification comparable to that set forth in clause (b) of this Section 1.12 to any broker-dealer selling Shares of the Fund or servicing agent servicing the shareholders of the Fund and such broker-dealer servicing agent shall make a claim for indemnification against the Distributor, the Distributor shall make a similar claim for indemnification against the Fund.
1.13 The Distributor agrees to indemnify and hold harmless the Fund, its officers, trustees and employees each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act against any and all Loses which the Fund, its officers, trustees and employees or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise, but only to the extent that such Losses incurred by the Fund, its officers, trustees and employees, or any controlling person (i) arose out of the acquisition of any Shares by any person which may be based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Fund's Registration Statement, prospectus or statement of additional information (including amendments and supplements thereto), or any omission, or alleged omission, to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by the Distributor or its affiliated persons (as defined in the 0000 Xxx) or (ii) arose out of the Distributor's willful misfeasance, bad faith or negligence in the performance of its duties hereunder.
1.14 In any case in which one party hereto (the "Indemnifying "Party") may be asked to indemnify or hold the other party hereto (the "Indemnified Party") harmless, the Indemnified Party will notify the Indemnifying party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification (an "Indemnification Claim") against the Indemnifying Party, although the failure to do so shall not prevent recovery by the Indemnified Party, and shall keep the Indemnifying Party advised with respect to all material developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any Indemnification Claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the Indemnification Claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such Indemnification Claim. The Indemnified party will not confess any Indemnification Claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying party's prior written consent (written shall not unreasonably be withheld). The obligations of the parties hereto under this Section 1.14 and Section 3.1 shall survive the termination of this Agreement.
1.15 No Shares shall be offered by either the Distributor or the fund under any of the provisions of this Agreement and no orders for the purchase of sale of Shares hereunder shall be accepted by the Fund if and so long as effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the 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; provided, however, that nothing contained in this Section 1.15 shall in any way restrict or have any application to or bearing upon the Fund's obligation to redeem Shares tendered for redemption by any shareholder in accordance with the provisions of the Fund's Registration Statement, declaration of trust, or bylaws.
1.16 The Fund agrees to advise the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, prospectus or statement of additional information then in effect or in the initiation by service of process on the Fund of any proceeding for that purpose.
1.17 The Fund represents and warrants to the Distributor that the Fund is, or is a series of, an investment company, registered under the 1940 Act and the Shares sold by the Fund are, and will be registered under the 1933 Act.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints the Distributor as exclusive distributor of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ ' then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “"Prospectus” " and “"Statement of Additional Information”"), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares. The Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of Shares, including, but not limited to, the 2 distribution services set forth in Schedule B to this Agreement. It is contemplated that the Distributor will may enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing lawfirms, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the Portfolios. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s 's then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.sold
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s 's books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.deem
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints the Distributor as exclusive distributor of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ ' then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “"Prospectus” " and “"Statement of Additional Information”"), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares. The Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated that the Distributor will enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) NASD regulations or other governing law, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”Entites"), including Investment Entities having investment objectives similar to those of the Portfolios. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s 's then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever ever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s 's books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (ec) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 1 contract
Samples: Distribution Agreement (Northern Institutional Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Fund hereby appoints for the Distributor as exclusive distributor distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”), on ") and provide the terms and for the periods set forth distribution services outlined in Schedule B to this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus Prospectus and statement Statement of additional information Additional Information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”)Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use efforts deemed appropriate efforts by the Distributor to solicit orders for the sale of the Shares. The Distributor shallShares and will, at its own expensethe request of the Fund, finance appropriate activities which are primarily intended to result undertake such advertising and promotion as it believes reasonable in connection with such solicitation. To the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated extent that the Distributor will receives fees under any plan adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act, the Distributor agrees to furnish and/or enter into selling arrangements with others for the furnishing of marketing or sales services with respect to the Shares as may be required pursuant to such plan. To the extent that the Distributor receives shareholder services fees under any shareholder services plan 2 adopted by the Fund, the Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. If the Distributor enters into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) NASD regulations or and other governing law, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration StatementProspectus, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the PortfoliosFund. The Fund further understands that investors and potential investors in the Portfolios Fund may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current 's Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all all: agreements, plans, communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent prior to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify advises the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of a Portfolio’s books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “Registration Statement” shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.the
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints Distributor will act on behalf of the Distributor as exclusive distributor Company for the distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. For the services rendered under this Agreement, the Company agrees to pay the Distributor the fees set forth in Schedule B to this Agreement.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated use efforts deemed appropriate by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the SharesShares at prices determined as hereinafter provided and on terms hereinafter set forth, all subject to applicable federal and state laws and regulations and to the Company's Articles of Incorporation and Bylaws and the Registration Statement and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of the Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). The To the extent that the Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in receives shareholder services fees under any shareholder services plan adopted by the sale of Shares, including, but not limited toCompany, the distribution Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services set forth in Schedule B with respect to this Agreementthe relevant shareholders of the Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into selling sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing law, with respect to the offering of Shares to the publicfirms. The Distributor will require each dealer with whom agrees to provide to the Company and its Board of Directors at least quarterly a written report of the amounts expended under the Plans and the purposes for which such expenditures were made. In addition, the Distributor has agrees to provide the Company and its Board of Directors a selling agreement to conform to the applicable provisions report of the Registration Statementamount of sales charges imposed, with respect to retained and reallowed by the public offering price Distributor as of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit therebyCompany's fiscal year end.
1.4 1.3 The Fund Company understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the PortfoliosCompany. The Fund Company further understands that investors and potential investors in the Portfolios Company may invest in shares of such other Investment Entities. The Fund Company agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund Company under this AgreementSection 1.3.
1.5 1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current Prospectus Company's prospectus and Statement statement of Additional Information additional information and such other materials as the Fund Company shall provide or approve. The Fund Distributor agrees to furnish provide legal/compliance review of all sales literature and advertisements ("Sales Material") prepared for use by the Company in advance of the use of such Sales Material. The Company agrees to incorporate such changes to such Sales Materials as the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in useshall reasonably request. The Distributor will file such Sales Materials and the Fund obtain such approvals for their use as may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as required by the DistributorSEC, NASD or state securities commissioners.
1.6 1.5 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the FundCompany.
1.8 1.7 Whenever in its judgment such action is warrantedwarranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund Company deems it advisable to accept such orders and to make such sales, and the Fund shall notify Company advises the Distributor promptly of any such determination.
1.8 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public, provided that the Company shall approve the form of such agreements and provided further that, in entering into any such agreements, the Distributor shall act only on its own behalf as principal and not as agent for the Company. Shares sold to selected dealers or other institutions by the Distributor shall be for resale by such selected dealers or other institutions only at the prices as set forth herein. Each such selling agreement will provide (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.9 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders. Other than the expenses payable by the Company, the Distributor shall bear all expenses incident to the sale and distribution of Shares issued or sold hereunder, including without limitation, any sales commissions or other expenses payable to persons referred to in Section 1.8, above.
1.10 The Company agrees at its own expense 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 where Shares are offered for saleas the Distributor may designate. The Fund Company shall notify the Distributor in writing of the states in which the Shares are to may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 1.11 The Fund Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund Company and the Shares as the Distributor may reasonably request; and the Fund Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund Company shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s Fund's books and accounts prepared by the FundCompany, (b) quarterly earnings statements of a Portfolio prepared by the FundCompany, (c) a monthly itemized list of the securities in a Portfoliothe Funds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio the Company as the Distributor may reasonably request.
1.11 1.12 The Fund Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Fund Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus prospectus and any Statement statement of Additional Information additional information relating to the Fund Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund Company represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor Company may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus prospectus as, in the light of future developments, may, in the opinion of the Distributor’s Company's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Fund Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund Company shall not file any amendment to any Registration Statement or supplement to any Prospectus prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s Company's right to file at any time such amendments to any Registration Statement Statements and/or supplements to any Prospectusprospectus, of whatever character, as the Fund Company may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Fund hereby appoints for the Distributor as exclusive distributor distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”), on ") and provide the terms and for the periods set forth distribution services outlined in Schedule B to this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus Prospectus and statement Statement of additional information Additional Information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”)Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use efforts deemed appropriate efforts by the Distributor to solicit orders for the sale of the SharesShares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The To the extent that the Distributor shall, at its own expense, finance appropriate activities which are primarily intended receives fees under any plan adopted by the Fund pursuant to result in Rule 12b-1 under the sale of Shares, including, but not limited to1940 Act, the distribution Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of marketing or sales services set forth in Schedule B with respect to this Agreementthe Shares as may be required pursuant to such plan. To the extent that the Distributor receives shareholder services fees under any shareholder services plan adopted by the Fund, the Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. It is contemplated that the Distributor will enter into selling sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing law, with respect to the offering of Shares to the publicfirms. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration StatementProspectus, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the PortfoliosFund. The Fund further understands that investors and potential investors in the Portfolios Fund may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current 's Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all all: agreements, plans, communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warrantedwarranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify advises the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of a Portfolio’s books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “Registration Statement” shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.the
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Fund hereby appoints for the Distributor as exclusive distributor distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”), on ") and provide the terms and for the periods set forth distribution services outlined in Schedule B to this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus Prospectus and statement Statement of additional information Additional Information relating to the Shares (collectively, the “Prospectus” and “Statement of Additional Information”)Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use efforts deemed appropriate efforts by the Distributor to solicit orders for the sale of the Shares. The Distributor shallShares and will, at its own expensethe request of the Fund, finance appropriate activities which are primarily intended to result undertake such advertising and promotion as it believes reasonable in connection with such solicitation. To the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated extent that the Distributor will receives fees under any plan adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act, the Distributor agrees to furnish and/or enter into selling arrangements with others for the furnishing of marketing or sales services with respect to the Shares as may be required pursuant to such plan. To the extent that the Distributor receives shareholder services fees under any shareholder services plan adopted by the Fund, the Distributor agrees to furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. If the Distributor enters into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) NASD regulations or and other governing law, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration StatementProspectus, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the PortfoliosFund. The Fund further understands that investors and potential investors in the Portfolios Fund may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s then current 's Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all all: agreements, plans, communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent prior to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify advises the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of a Portfolio’s books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “Registration Statement” shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.the
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Fund hereby appoints the Distributor as exclusive distributor of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the “"1933 Act”"), on the terms and for the periods set forth in this Agreement. The Distributor hereby accepts such appointment and agrees to render the services and perform the duties set forth in this Agreement without compensation. The Distributor will have no liability for payment for the purchase of Shares by unaffiliated investors sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent, from time to time during the term of this Agreement at the Shares’ ' then current net asset value (with any purchase price adjustments, as applicable). The net asset value of the Shares shall be determined in the manner provided in the then current prospectus and statement of additional information relating to the Shares (collectively, the “"Prospectus” " and “"Statement of Additional Information”"), and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. The Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares. The Distributor shall, at its own expense, finance appropriate activities which are primarily intended to result in the sale of Shares, including, but not limited to, the distribution services set forth in Schedule B to this Agreement. It is contemplated that the Distributor will may enter into selling agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) regulations or other governing lawfirms, with respect to the offering of Shares to the public. The Distributor will require each dealer with whom the Distributor has a selling agreement to conform to the applicable provisions of the Registration Statement, with respect to the public offering price of the Shares, and the Distributor shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “"Investment Entities”"), including Investment Entities having investment objectives similar to those of the Portfolios. The Fund further understands that investors and potential investors in the Portfolios may invest in shares of such other Investment Entities. The Fund agrees that the Distributor’s 's duties to such Investment Entities shall not be deemed in conflict with its duties to the Fund under this AgreementSection 1.4.
1.5 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s 's then current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish the Distributor with sufficient copies of any and all communications with the public or other materials which the Fund intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or FINRAthe National Association of Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall notify the Distributor promptly of any such determination.
1.9 The 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 where Shares are offered for sale. The Fund shall notify the Distributor in writing of the states in which the Shares are to be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund and the Shares as the Distributor may reasonably request; and the Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Fund shall also furnish the Distributor upon request with: :
(a) audited annual statements and unaudited semi-annual statements of a Portfolio’s 's books and accounts prepared by the Fund, (b) quarterly earnings statements of a Portfolio prepared by the Fund, (c) a monthly itemized list of the securities in a Portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of a Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term “"Registration Statement” " shall mean any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Fund represents and warrants to the Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the Distributor’s 's counsel, be necessary or advisable. The Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s 's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes the Distributor to use any Prospectus or Statement of Additional Information in the form furnished by the Fund from time to time in connection with the sale of the Shares.
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