SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. 1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature. 1.3 The 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 Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3. 1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company. 1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent. 1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve. 1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers. 1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company. 1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination. 1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders. 1.11 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 as the Distributor may designate. The Company 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. 1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request. 1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the 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 terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Galaxy Fund Ii), Distribution Agreement (Galaxy Fund Ii)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent Trust for the distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended 1933 (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The Company Trust understands that the Distributor is now, and may in the future be, be the distributor of the shares of several investment companies or series (collectively, the "Investment EntitiesCompanies"), ) including Investment Entities Companies having investment objectives similar to those of the FundsTrust. The Company Trust further understands that investors and potential investors in the Funds Trust may invest in shares of such other Investment EntitiesCompanies. The Company Trust agrees that the Distributor's duties to such Investment Entities Companies shall not be deemed in conflict with its duties to the Company Trust under this Section 1.3paragraph 1.2.
1.3 The Distributor shall, at its own expense, finance appropriate agreed upon activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, compensation of underwriters, dealers and sales personnel and the printing and mailing of prospectuses to other than current shareholders.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers., Inc.
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyTrust.
1.9 1.6 Whenever in their judgment such action is warranted by unusual market, economic or political conditions conditions, the Distributor or abnormal circumstances of any kind, the officers of the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Distributor or those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 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 as the Distributor may designate. The Company 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.
1.12 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 1.9 The Company Trust represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SECsaid Commission. The Company Trust represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Trust 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 DistributorTrust's counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust'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 Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Kobren Insight Funds), Distribution Agreement (Insight Premier Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The Company Trust 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 EntitiesCompanies"), ) including Investment Entities Companies having investment objectives similar to those of the FundsTrust. The Company Trust further understands that investors and potential investors in the Funds Trust may invest in shares of such other Investment EntitiesCompanies. The Company Trust agrees that the Distributor's duties to such Investment Entities Companies shall not be deemed in conflict with its duties to the Company Trust under this Section 1.3paragraph 1.2.
1.3 The Distributor shall, at its own expense, finance appropriate agreed upon activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the printing and mailing of prospectuses to other than current shareholders.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyTrust.
1.9 1.6 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kindconditions, officers of the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, sales and the Company shall notify Trust advises the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 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 as the Distributor may designate. The Company Trust 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 notificationnotifications.
1.12 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the CompanyTrust, (b) quarterly earnings statements of the Funds prepared by the CompanyTrust, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Trust as the Distributor may reasonably request.
1.13 1.9 The Company Trust represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SECsaid Commission. The Company Trust represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust'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 Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Pictet Funds), Distribution Agreement (Panorama Trust)
SERVICE AS DISTRIBUTOR. 1.1 1.1. The Distributor will act as on behalf of the Company's disclosed agent Corporation for the distribution of the Fund's Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 1.2. The Distributor agrees to use such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation understands that the Distributor may serve as the distributor of the shares of other investment companies and series thereof (collectively, the "Companies"), including Companies having investment objectives similar to those of the Corporation. The Corporation further understands that investors and potential investors in the Corporation may invest in shares of such other Companies. The Corporation agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Corporation 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, advertising, the payment of compensation of underwritersto brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel, personnel of the Distributor; the costs of printing and mailing of Prospectuses prospectuses, annual reports and other periodic reports to other than current shareholders, ; and the printing costs of printing, distributing and mailing of publishing sales literatureliterature and advertising material.
1.3 The 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 Funds1.4. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or and the National Association of Securities Dealers.
1.8 1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyCorporation.
1.9 1.6. Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kindconditions, officers of the Company Corporation may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Corporation deems it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7. The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company Corporation 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 as the Distributor may designate.
1.8. The Company 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.
1.12 The Company Corporation shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Corporation and the Shares as the Distributor may reasonably request; and the Company Corporation warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Corporation shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' Fund's books and accounts prepared by the CompanyCorporation, (b) quarterly earnings statements of the Funds prepared by the CompanyCorporation, (c) a monthly itemized list of the securities in comprising the Fundsportfolio of the 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 Funds' financial condition of the Corporation and the Fund as the Distributor may reasonably request.
1.13 1.9. The Company Corporation represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company Corporation 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Corporation filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company Except as to information included in the Registration Statement in reliance upon information provided to the Corporation by the Distributor or any affiliate of the Distributor, the Corporation represents and warrants to the Distributor that that: any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Corporation, 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 DistributorCorporation's counsel, be necessary or advisable. The Distributor Corporation shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Corporation shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Corporation of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company Corporation 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 CompanyCorporation'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 Company Corporation may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Commonwealth Cash Reserve Fund Inc), Distribution Agreement (Commonwealth Cash Reserve Fund Inc)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 it deems reasonable 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 to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and mailing of Prospectuses other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and NASD regulations or other than current shareholders, and the printing and mailing of sales literaturegoverning law.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses prospectus and Statements statement of Additional Information additional information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyCompany on the same business day that such orders are received by the Distributor.
1.9 1.7 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Company deems it advisable to accept such orders and to make such sales, and the Company shall notify advises the Distributor promptly of any such determination.
1.10 1.8 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 1.9 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 as the Distributor may designate. The 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.
1.12 1.10 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.11 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 counsel, be necessary or advisable. The Distributor Company shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Undiscovered Managers Funds), Distribution Agreement (Undiscovered Managers Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 it deems reasonable 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 to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and mailing of Prospectuses other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and NASD regulations or other than current shareholders, and the printing and mailing of sales literaturegoverning law.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 1.6 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Company deems it advisable to accept such orders and to make such sales, and the Company shall notify advises the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 1.8 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 as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Forward Funds Inc), Distribution Agreement (Forward Funds Inc)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The In accordance with its duties as Distributor will have no liability for payment of the Shares under this Agreement, the Distributor has agreed to enter into participation agreements with insurance companies for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases sale of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The Company Trust 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 FundsTrust. The Company Trust further understands that investors and potential investors in the Funds Trust may invest in shares of such other Investment Entities. The Company Trust agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company Trust under this Section 1.31.2.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the CompanyTrust's then current Prospectuses prospectuses and Statements statements of Additional Information additional information and such other materials as the Company Trust shall provide or approve.
1.7 1.4 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyTrust.
1.9 1.6 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kindconditions, officers of the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Trust deems it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The Company 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.
1.12 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 1.8 The Company Trust represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company Trust 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor, the Trust represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Trust 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 DistributorTrust's counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this AgreementAgreement upon written notice to the Trust. The Company 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; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust'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 Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Bt Insurance Funds Trust /Ma/), Distribution Agreement (Deutsche Asset Management Vit Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares 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 use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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"). To the extent that the Distributor receives shareholder services fees under any shareholder services plan adopted by the Company, 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. The Distributor shall, agrees to provide to the Company and its Board of Directors at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in least quarterly a written report of the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, amounts expended under the printing and mailing of Prospectuses to other than current shareholders, Plans and the printing and mailing of sales literaturepurposes for which such expenditures were made.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Distributor agrees to 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 shall reasonably request. The Distributor will file such Sales Materials and obtain such approvals for their use as may be required by the SEC, NASD or state securities commissioners.
1.5 All activities by the Distributor and its 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 the National Association of Securities Dealers.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of 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. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyFund.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The 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.
1.12 1.11 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.12 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 DistributorCompany's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Light Index Fund Inc), Distribution Agreement (Light Revolution Fund Inc)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 this 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 it deems reasonable which are primarily intended to result in receives distribution and/or shareholder services fees under any Plan adopted by the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing and mailing Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of Prospectuses the Company as may be required pursuant to other than current shareholders, and the printing and mailing of sales literature.
1.3 such Plan. The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.31.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company 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 Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company 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.
1.4 All activities by the Distributor and its 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 the National Association of Securities Dealers, Inc.
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities DealersFund.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 to allow the qualification sale of the Shares for sale in such states as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, Company and (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all the Registration Statements Statement and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any the Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor, the Company represents and warrants to the Distributor that any the Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 therein, in light of the circumstances under which they were made, 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Alleghany Funds), Distribution Agreement (Alleghany Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the CompanyFund's disclosed agent Principal Underwriter (as 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"). The Distributor shall offer Shares at the net asset value per Share to be calculated as described in the Registration Statement. To the 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 the previous sentence, the Distributor will have no liability to the Fund for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The To the extent that the Distributor shallreceives 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 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. It is contemplated that the Distributor will, at its own expensethe Fund's direction, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Sharesenter into sales or servicing agreements with securities dealers, includingfinancial institutions and other industry professionals, but not limited tosuch as investment advisers, advertising, compensation of underwriters, dealers accountants and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literatureestate planning firms.
1.3 The Company 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 FundsFund. The Company fund further understands that investors and potential investors in the Funds Fund may invest in shares of such other Investment Entities. The Company Fund agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company Fund under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Companyfund's then then-current Prospectuses prospectus and Statements statement of Additional Information additional information and such other materials as the Company Fund shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC Securities and Exchange Commission (the "SEC") or the National Association of Securities DealersDealers ("NASD"), including without limitation the NASD Conduct Rules.
1.8 1.6 The Distributor will promptly transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyFund.
1.9 1.7 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company Fund may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Fund deems it advisable to accept such orders and to make such sales, and the Company shall notify Fund advises the Distributor promptly of any such determination.
1.10 1.8 The Company agrees to pay all 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing current shareholders.
1.11 1.9 The Company 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 as the Distributor may designatedesignate and as may be agreed to by the Fund. The Company 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.
1.12 1.10 The Company fund shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Fund and the Shares as the Distributor may reasonably request; and the Company Fund warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Fund shall also furnish the Distributor upon request with:
: (a) the Fund's audited annual statements and unaudited semi-annual statements of the Funds' Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the Funds, (d) monthly balance sheets as soon as practicable after the end of each monthFund, and (eb) from time to time such additional information regarding the Funds' financial condition of the fund as the Distributor may reasonably request.
1.13 The Company represents 1.11 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 that all Registration Statements and Prospectuses filed by the Company with the SEC under the 1933 Act with respect Distributor or such affiliate should reasonably expect 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 be used in this Agreementthe Registration Statement, the terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company fund represents and warrants to the Distributor that any Registration Statement and Prospectusfiled 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Fund of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 CompanyFund'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 Company Fund may deem advisable, such right being in all respects absolute and unconditional.
(a) The Fund authorizes the Distributor to use its then-current prospectus or statement of additional information in the form furnished 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 Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Trust understands that the Distributor serves as the distributor of the shares of other investment companies and series thereof (collectively, the "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, advertising, the payment of compensation of underwritersto brokers, dealers and sales personnelother financial institutions which make shares available to their customers (collectively, "Dealers"), the printing and mailing payment 2 of Prospectuses compensation to other than current shareholderssales personnel of the Distributor, and the printing and mailing of sales literature.
1.3 The 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 prospectuses to those of the Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3than current shareholders.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or and the National Association of Securities Dealers.
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyTrust.
1.9 1.6 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kindconditions, officers of the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Trust deems it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 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 as the Distributor may designate. The Company 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.
1.12 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' each Fund's books and accounts prepared by the CompanyTrust, (b) quarterly earnings statements of the Funds prepared by the CompanyTrust, (c) a monthly itemized list of the securities in comprising the Fundsportfolio 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 Funds' financial condition of the Trust and the Funds as the Distributor may reasonably request.
1.13 1.9 The Company Trust represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor, the Trust represents and warrants to the Distributor that that: any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.a
Appears in 1 contract
Samples: Distribution Agreement (Cadre Institutional Investors Trust)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The 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 Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor agrees to provide (a) two wholesalers dedicated to supporting sales of Shares of the Funds and The Galaxy Fund, and (b) one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds.
1.5 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Companythat Fund.
1.5 1.6 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 1.7 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 1.8 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.9 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 1.10 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.11 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 1.12 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 as the Distributor may designate. The Company 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.
1.12 1.13 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.14 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the 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 terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) reference relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company'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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the CompanyGalaxy's disclosed agent for the distribution of the Shares covered by the Registration Statement registration statement and prospectus then in effect under the Securities Act of 1933, as amended 1933 (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use appropriate efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Galaxy understands that the Distributor is the distributor, and may in the future be the distributor, of the shares of other investment companies' portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. Galaxy further understands that investors and potential investors in the Funds may invest in shares of such other Portfolios. Galaxy agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to Galaxy 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, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The Company understands that 1.4 All activities by the Distributor is now, and may in the future be, the its agents and employees as distributor of the shares Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of several investment companies 1940 by the Securities and Exchange Commission or series (collectivelyany securities association registered under the Securities Exchange Act of 1934.
1.5 The Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to Galaxy's transfer agent and custodian.
1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, Galaxy's officers may decline to accept any orders for, or make any sales of, the "Investment Entities"), including Investment Entities having investment objectives similar Shares until such time as those officers deem it advisable to those of the Funds. The Company further understands that investors accept such orders and potential investors in the Funds may invest in shares of to make such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3sales.
1.4 1.8 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of the Shares to the public. Each such selling agreement will provide (i) that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (bii) 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 the Companythat Fund.
1.5 1.9 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The 1.10 All Load Shares offered for sale by the Distributor shall be offered for sale to the public at a price per share (the "offering price") equal to (a) their net asset value (determined in the manner set forth in Galaxy's Declaration of Trust and the then current prospectus) plus, except with respect to certain classes of persons set forth in the then current prospectus, (b) a sales charge which shall be the percentage of the offering price of such Load Shares as set forth in the then current prospectus. The offering price, if not utilize any materials an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by the Distributor to dealers and other institutions shall be set forth in either the selling agreements between the Distributor and such dealers and institutions as from time to time amended, or if such concessions are described in the then current prospectus, shall be as so set forth. No dealer or other institution who enters into a selling agreement with the Distributor shall be authorized to act as agent for Galaxy in connection with the offering or sale of the Load Shares to the public or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approveotherwise.
1.7 All activities 1.11 If any Load Shares sold by Galaxy are redeemed or repurchased by Galaxy or by the Distributor and its agents and employees, as distributor disclosed agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Load Shares, the Distributor shall comply with all applicable lawsforfeit the sales charge received by the Distributor in respect of such shares, rules and regulationsprovided that the portion, includingif any, without limitation, all rules and regulations made of such amount re-allowed by the Distributor to dealers or adopted pursuant other institutions shall be repayable to Galaxy only to the 1940 Act extent recovered by the SEC Distributor from the dealer or other institution involved. The Distributor shall include in each selling agreement with such dealers and other institutions a corresponding provision for the National Association forfeiture by them of Securities Dealerstheir concession with respect to the Load Shares sold by them or their principals and redeemed or repurchased by Galaxy or by the Distributor as disclosed agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 1.12 Galaxy 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 as the Distributor may designate. The Company 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.
1.12 The Company 1.13 Galaxy shall furnish from time to time, for use in connection with the sale of the Shares, such written information with respect to the Company Funds and the Shares as the Distributor may reasonably request; and the Company Galaxy warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Galaxy shall also furnish the Distributor upon request with:
: (a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Companyaccounts, (b) quarterly earnings statements of the Funds prepared by the CompanyFunds, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 The Company 1.14 Galaxy represents to the Distributor that all Registration Statements registration statements and Prospectuses prospectuses filed by the Company Galaxy with the SEC Securities and Exchange Commission under the 1933 Securities Act of 1933, as amended, 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 Securities and Exchange Commission thereunder. As used in this Agreement, agreement the terms "Registration Statementregistration statement" and "Prospectusprospectus" shall mean any Registration Statement registration statement and prospectus filed with the Securities and Exchange Commission and any Prospectus (amendments and supplements thereto, including any Statement statements of Additional Information additional information incorporated therein by reference) relating to the Company , which at any time shall have been filed with the SEC Securities and any amendments or supplements thereto at any time filed with the SECExchange Commission. The Company Galaxy represents and warrants to the Distributor that any Registration Statement registration statement and Prospectusprospectus, when such Registration Statement registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 said Act and the rules and regulations of the SECSecurities and Exchange Commission; that all statements of fact contained in any such Registration Statement registration statement and Prospectus prospectus will be true and correct when such Registration Statement registration statement becomes effective; and that no Registration Statement or Prospectus neither any registration statement nor any prospectus when such Registration Statement 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 Galaxy may, but shall not be obligated to to, propose from time to time such amendment or amendments to any Registration Statement registration statement and such supplement or supplements to any Prospectus prospectus, as, in the light of future developments, may, in the opinion of the DistributorGalaxy's counsel, be necessary or advisable. The Distributor Galaxy shall promptly notify the Company Distributor of any advice given to it by its Galaxy's counsel regarding the necessity or advisability of amending so to amend or supplementing supplement such Registration Statement registration statement or Prospectusprospectus. If the Company Galaxy shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Galaxy of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreementagreement. The Company Galaxy shall not file any amendment to any Registration Statement 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 agreement shall in any way limit the CompanyGalaxy's right to file at any time such amendments to any Registration Statement registration statement and/or supplements to any Prospectusprospectus, of whatever character, as the Company Galaxy may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 1.1. The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of the Shares.
1.2 1.2. The Distributor agrees to use such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will 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, advertising, the payment of compensation of underwritersto brokers, dealers and other financial institutions which make shares available to their customers (collectively, “Dealers”); the payment of compensation to sales personnel, personnel of the Distributor; the costs of printing and mailing of Prospectuses prospectuses, annual reports and other periodic reports to other than current prospective shareholders, ; and the printing costs of printing, distributing and mailing publishing sales literature and advertising material; provided, however, that the Funds (or particular classes thereof) may bear certain of sales literaturethese expenses to the extent authorized by the Board and permitted under a plan of distribution adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act.
1.3 The 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 Funds1.4. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or Securities and Exchange Commission (the National Association of Securities Dealers“SEC”) and the Financial Industry Regulatory Authority (“FINRA”).
1.8 1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyTrust.
1.9 1.6. Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kindconditions, officers of the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Trust deems it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7. The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 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 as the Distributor may designate.
1.8. The Company 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.
1.12 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Trust shall also furnish the Distributor upon request with:
: (a) audited annual statements and unaudited semi-annual statements of the Funds' each Fund’s books and accounts prepared by the CompanyTrust, (b) quarterly earnings statements of the Funds prepared by the CompanyTrust, (c) a monthly itemized list of the securities in comprising the Fundsportfolio 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 Funds' financial condition of the Trust and the Funds as the Distributor may reasonably request.
1.13 1.9. The Company Trust represents to the Distributor that all the Registration Statements and Prospectuses prospectuses filed by the Company 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 terms "term “Registration Statement" and "Prospectus" ” shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor, the Trust represents and warrants to the Distributor that that: any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen (15) days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company'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 Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (PFM Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 this 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 it deems reasonable which are primarily intended to result in receives distribution and/or shareholder services fees under any Plan adopted by the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing and mailing Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of Prospectuses the Company as may be required pursuant to other than current shareholders, and the printing and mailing of sales literature.
1.3 such Plan. The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.31.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company 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 Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company 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.
1.4 All activities by the Distributor and its 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 the National Association of Securities Dealers, Inc.
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities DealersFund.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 to allow the qualification sale of the Shares for sale in such states as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:any
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, Company and (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all the Registration Statements Statement and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any the Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor, the Company represents and warrants to the Distributor that any the Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 therein, in light of the circumstances under which they were made, 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Company hereby appoints and the Distributor will agrees to act as the Company's disclosed agent to sell and arrange for the distribution sale of the Shares covered by the Registration Statement then in effect Company's registration statement under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares0000 Xxx.
1.2 The Distributor agrees to use its best efforts deemed appropriate by in connection with the Distributor to solicit orders for the sale distribution of the Shares and will undertake Shares, including such advertising and promotion as it believes reasonable in connection with such solicitationdistribution. The Distributor shallwill hold itself available to receive orders, that the Distributor reasonably believes to be in good order, for the purchase of the Shares and will accept such orders and will transmit such orders as are so accepted and funds received by it in payment for such Shares to the Company's transfer agent or custodian, as appropriate, as promptly as practicable. Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. The offering price of the Shares will be the net asset value per share of the Shares plus any applicable sales charges, determined as set forth in the Prospectus. The Distributor shall not make any short sales of the Shares. The Distributor shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or by any securities association registered under the 1934 Act and which regulates the Distributor. The Distributor shall maintain the required licenses and registration for itself as a broker- dealer, and for its own expenseregistered representatives or other associated persons, finance appropriate activities which it deems reasonable which are primarily intended under the 1934 Act and applicable state securities laws. The Distributor is not authorized by the Company to result give on behalf of the Company any information or make any representations in connection with the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to Shares other than current shareholders, the information and representations contained in the Registration Statement filed with the SEC under the 1933 Act and the printing and mailing 1940 Act, as such Registration Statement may be amended from time to time, or contained in shareholder reports or other material that may be prepared by or on behalf of sales literaturethe Company for the Distributor's use.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses prospectus and Statements statement of Additional Information additional information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 1.7 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Company deems it advisable to accept such orders and to make such sales, and the Company shall notify advises the Distributor promptly of any such determination.
1.10 1.8 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 1.9 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 as the Distributor may designate. The 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.
1.12 1.10 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.11 The Company represents to the Distributor that that, all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement registration statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any expressly for use in the Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus when such Registration Statement becomes effective will include an untrue unture 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 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 DistributorCompany's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this AgreementStatement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 this 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 it deems reasonable which are primarily intended to result in receives shareholder services fees under any Plan adopted by the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing and mailing 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 Prospectuses the Company as may be required pursuant to other than current shareholders, and the printing and mailing of sales literature.
1.3 such Plan. The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.31.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve.
1.4 All activities by the Distributor and its 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 the National Association of Securities Dealers, Inc.
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities DealersFund.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 to allow the qualification sale of the Shares for sale in such states as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, Company and (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all the Registration Statements Statement and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any the Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor, the Company represents and warrants to the Distributor that any the Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 therein, in light of the circumstances under which they were made, 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this AgreementStatement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The 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 Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer Company or its agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' Fund's transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The Company 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.
1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the 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 terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 this 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 it deems reasonable which are primarily intended to result in receives shareholder services fees under any Plan adopted by the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing and mailing 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 Prospectuses the Company as may be required pursuant to other than current shareholders, and the printing and mailing of sales literature.
1.3 such Plan. The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.31.2. 2
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve.
1.4 All activities by the Distributor and its 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 the National Association of Securities Dealers, Inc.
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities DealersFund.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 to allow the qualification sale of the Shares for sale in such states as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, Company and (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all the Registration Statements Statement and Prospectuses prospectuses filed by the 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 terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.the
Appears in 1 contract
Samples: Distribution Agreement (Ct&t Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 this 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 it deems reasonable which are primarily intended to result in receives distribution and/or shareholder services fees under any Plan adopted by the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing and mailing Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of Prospectuses the Company as may be required pursuant to other than current shareholders, and the printing and mailing of sales literature.
1.3 such Plan. The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.31.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company 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 Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company 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.
1.4 All activities by the Distributor and its 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 the National Association of Securities Dealers, Inc. 2
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities DealersFund.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 to allow the qualification sale of the Shares for sale in such states as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, Company and (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all the Registration Statements Statement and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any the Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor, the Company represents and warrants to the Distributor that any the Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 therein, in light of the circumstances under which they were made, 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.than
1.3 The 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 Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor agrees to provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds.
1.5 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 1.6 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agentFund.
1.6 1.7 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.of
1.7 1.8 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.9 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent Company and custodian for the Companyits custodian.
1.9 1.10 Whenever in their judgment Judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.,
1.10 1.11 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 1.12 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 as the Distributor may designate. The Company 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.
1.12 1.13 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
: (a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.audited
1.13 1.14 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the 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 terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.nothing
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Trust understands that the Distributor serves as the distributor of the shares of other investment companies and series thereof (collectively, the "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, advertising, the payment of compensation of underwritersto brokers, dealers and sales personnelother financial institutions which make shares available to their customers (collectively, "Dealers"), the printing and mailing payment of Prospectuses compensation to other than current shareholderssales personnel of the Distributor, and the printing and mailing of sales literature.
1.3 The 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 prospectuses to those of the Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3than current shareholders.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or and the National Association of Securities Dealers, Inc. ("NASD").
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyTrust.
1.9 1.6 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kindconditions, officers of the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Trust deems it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 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 as the Distributor may designate. The Company 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.
1.12 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' Fund's books and accounts prepared by the CompanyTrust, (b) quarterly earnings statements of the Funds prepared by the CompanyTrust, (c) a monthly itemized list of the securities in comprising the Fundsportfolio of the 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 Funds' financial condition of the Trust and the Fund as the Distributor may reasonably request.
1.13 1.9 The Company Trust represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Trust and the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company Except as to information included in the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Distributor, the Trust represents and warrants to the Distributor that that: any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Trust 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 DistributorTrust's counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust'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 Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Cadre Institutional Investors Trust)
SERVICE AS DISTRIBUTOR. 1.1 1.1. The Distributor will act as on behalf of the Company's disclosed agent Corporation for the distribution of the each Fund's Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 1.2. The Distributor agrees to use such efforts deemed as it deems appropriate by the Distributor to solicit orders for the sale of the Shares and will to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation understands that the Distributor may serve as the distributor of the shares of other investment companies and series thereof (collectively, the "Companies"), including Companies having investment objectives similar to those of the Corporation. The Corporation further understands that investors and potential investors in the Corporation may invest in shares of such other Companies. The Corporation agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Corporation under this Section 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, advertising, the payment of compensation of underwritersto brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel, personnel of the Distributor; the costs of printing and mailing of Prospectuses prospectuses, annual reports and other periodic reports to other than current shareholders, ; and the printing costs of printing, distributing and mailing publishing sales literature and advertising material; except as may otherwise be agreed to by the Corporation and permitted under a Plan of sales literatureDistribution adopted by the Corporation in accordance with Rule 12b-1 under the 1940 Act.
1.3 The 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 Funds1.4. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or and the National Association of Securities DealersNASD.
1.8 1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyCorporation.
1.9 1.6. Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kindconditions, officers of the Company Corporation may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Corporation deems it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7. The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company Corporation 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 as the Distributor may designate.
1.8. The Company 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.
1.12 The Company Corporation shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Corporation and the Shares as the Distributor may reasonably request; and the Company Corporation warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Corporation shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' each Fund's books and accounts prepared by the CompanyCorporation, (b) quarterly earnings statements of the Funds prepared by the CompanyCorporation, (c) a monthly itemized list of the securities in comprising the Fundsportfolio of each Fund, (d) monthly balance sheets as soon as practicable after the end of each monthquarter, and (e) from time to time such additional information regarding the Funds' financial condition of the Corporation and each Fund as the Distributor may reasonably request.
1.13 1.9. The Company Corporation represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company Corporation 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Corporation filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company Except as to information included in the Registration Statement in reliance upon information provided to the Corporation by the Distributor or any affiliate of the Distributor, the Corporation represents and warrants to the Distributor that that: any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Corporation, 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 DistributorCorporation's counsel, be necessary or advisable. The Distributor Corporation shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Corporation shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Corporation of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company Corporation 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 CompanyCorporation'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 Company Corporation may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Commonwealth Cash Reserve Fund Inc)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 it deems reasonable 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 to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and mailing of Prospectuses other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and NASD regulations or other than current shareholders, and the printing and mailing of sales literaturegoverning law.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses prospectus and Statements statement of Additional Information additional information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 1.7 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Company deems it advisable to accept such orders and to make such sales, and the Company shall notify advises the Distributor promptly of any such determination.
1.10 1.8 The Company agrees to pay all reasonable costs and expenses in connection with the registration of Shares under the 1933 Securities Act of 1933, as amended, and all reasonable 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 Company Fund hereunder, and all reasonable expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 1.9 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 as the Distributor may designate. The 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.
1.12 1.10 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor Company may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the Funds, and (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 Funds' financial condition as the Distributor may reasonably request.
1.13 1.11 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a reasonable written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the CompanyGalaxy's disclosed agent for the distribution of the Shares covered by the Registration Statement registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use appropriate efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Galaxy understands that the Distributor is the distributor, and may in the future be the distributor, of the shares of other investment companies' portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. Galaxy further understands that investors and potential investors in the Funds may invest in shares of such other Portfolios. Galaxy agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to Galaxy 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, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The Company understands ; provided, however, that each Fund will bear the Distributor is now, expenses incurred and may other payments made in accordance with the future be, provisions of this Agreement and any plan now or hereafter adopted with respect to any one or more series of Shares of such Fund pursuant to Rule 12b-1 under the distributor of the shares of several investment companies or series 1940 Act (collectively, the "Investment EntitiesPlans"), including Investment Entities having investment objectives similar to those of the Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 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 pursuant to the 1940 Act by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.5 The Distributor agrees to provide (a) two wholesalers dedicated to supporting sales of Shares of the Funds and Galaxy Fund II, and (b) one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to Galaxy's transfer agent and custodian.
1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, Galaxy's officers may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.
1.8 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of the Shares to the public. Each such selling agreement will provide that (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 the Companythat Fund.
1.5 1.9 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 1.10 All Load Shares offered for sale by the Distributor shall be offered for sale to the public at a price per share (the "offering price") equal to (a) their net asset value (determined in the manner set forth in Galaxy's Declaration of Trust and the then current prospectus) plus, except with respect to certain classes of persons set forth in the then current prospectus, (b) a sales charge which shall be the percentage of the offering price of such Load Shares as set forth in the then current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by the Distributor to dealers and other institutions shall be set forth in either the selling agreements between the Distributor and such dealers and institutions as from time to time amended, or if such
1.11 If any Load Shares sold by Galaxy are redeemed or repurchased by Galaxy or by the Distributor as disclosed agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Load Shares, the Distributor shall forfeit the sales charge received by the Distributor in respect of such shares, provided that the portion, if any, of such amount re-allowed by the Distributor to dealers or other institutions shall be repayable to Galaxy only to the extent recovered by the Distributor from the dealer or other institution involved. The Distributor shall not utilize any materials include in connection each selling agreement with such dealers and other institutions a corresponding provision for the sale forfeiture by them of their concession with respect to the Load Shares sold by them or offering of Shares except the Company's then current Prospectuses their principals and Statements of Additional Information and such other materials as the Company shall provide redeemed or approve.
1.7 All activities repurchased by Galaxy or by the Distributor and its agents and employees, as distributor disclosed agent (or tendered for redemption) within seven business days after the date of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or the National Association confirmation of Securities Dealerssuch initial purchases.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 1.12 Galaxy 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 as the Distributor may designate. The Company 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.
1.12 The Company 1.13 Galaxy shall furnish from time to time, for use in connection with the sale of the Shares, such written information with respect to the Company Funds and the Shares as the Distributor may reasonably request; and the Company Galaxy warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Galaxy shall also furnish the Distributor upon request with:
with (a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Companyaccounts, (b) quarterly earnings statements of the Funds prepared by the CompanyFunds, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 The Company 1.14 Galaxy represents to the Distributor that all Registration Statements registration statements and Prospectuses prospectuses filed by the Company Galaxy with the SEC Securities and Exchange Commission 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 Securities and Exchange Commission thereunder. As used in this Agreement, agreement the terms "Registration Statementregistration statement" and "Prospectusprospectus" shall mean any Registration Statement registration statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company prospectus filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.with
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 it deems reasonable 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 to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing 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 Company as may bc required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and mailing of Prospectuses to other than current shareholdersindustry professionals, such as investment advisers, accountants and the printing and mailing of sales literatureestate planning firms.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve.
1.5 All activities by the Distributor and its 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 the National Association of Securities Dealers.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of 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. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyFund.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The 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.
1.12 1.11 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.12 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, when such Registration Statement becomes effective, will contain statements required to be stated therein herein 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 and Prospectus will be bc true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 DistributorCompany's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (LKCM Fund)
SERVICE AS DISTRIBUTOR. 1.1 1.1. The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 1.2. The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 it deems reasonable 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 to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and mailing of Prospectuses to other than current shareholdersindustry professionals, such as investment advisers, accountants and the printing and mailing of sales literatureestate planning firms.
1.3 1.3. The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 1.4. The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve.
1.5. All activities by the Distributor and its 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 the National Association of Securities Dealers.
1.6. The Distributor will transmit any orders received by it for purchase or redemption of the shares to the transfer agent for the Company
1.7. Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of 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. Each such selling agreement will provide that (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 the Companythat Fund.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement1.9. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The 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.
1.12 1.11. The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.12. The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 DistributorCompany's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The 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 Funds. The Company further understands that investors and potential investors in the Funds Finds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The Company 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.
1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the 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 terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The 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 Funds. The Company further understands that investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer Company or its agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agentFund.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent Company and custodian for the Companyits custodian.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The Company 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.
1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' Fund's financial condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the 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 terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 this 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 it deems reasonable which are primarily intended to result in receives distribution and/or shareholder services fees under any Plan adopted by the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing and mailing Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of Prospectuses the Company as may be required pursuant to other than current shareholders, and the printing and mailing of sales literature.
1.3 such Plan. The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.31.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company 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 Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company 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.
1.4 All activities by the Distributor and its 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 the National Association of Securities Dealers, Inc.
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities DealersFund.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 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 to allow the qualification sale of the Shares for sale in such states as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, Company and (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all the Registration Statements Statement and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any the Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor, the Company represents and warrants to the Distributor that any the Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 therein, in light of the circumstances under which they were made, 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 counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this AgreementAgreememnt. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as the CompanyGalaxy VIP's disclosed agent for the distribution of the Shares covered by the Registration Statement registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use appropriate efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Galaxy VIP understands that the Distributor is the distributor, and may in the future be the distributor, of the shares of other investment companies' portfolios ("Portfolios") including Portfolios having investment 2 objectives similar to those of the Funds. Galaxy VIP further understands that investors and potential investors in the Funds may invest in shares of such other Portfolios. Galaxy VIP agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to Galaxy VIP 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, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The Company understands that 1.4 All activities by the Distributor is now, and may in the future be, the its agents and employees as distributor of the shares Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of several investment companies 1934, as amended.
1.5 The Distributor will provide one or series (collectivelymore persons, during normal business hours, to respond to telephone questions with respect to the Funds.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to Galaxy VIP's transfer agent and custodian.
1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, Galaxy VIP's officers may decline to accept any orders for, or make any sales of, the "Investment Entities"), including Investment Entities having investment objectives similar Shares until such time as those officers deem it advisable to those of the Funds. The Company further understands that investors accept such orders and potential investors in the Funds may invest in shares of to make such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3sales.
1.4 1.8 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of the Shares to the public. Each such selling agreement will provide that (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 the 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 the Company.such
1.5 1.9 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company Galaxy VIP 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 as the Distributor may designate. The Company 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.
1.12 The Company 1.11 Galaxy VIP shall furnish from time to time, for use in connection with the sale of the Shares, such written information with respect to the Company Funds and the Shares as the Distributor may reasonably request; and the Company Galaxy VIP warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Galaxy VIP shall also furnish the Distributor upon request with:
with (a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Companyaccounts, (b) quarterly earnings statements of the Funds prepared by the CompanyFunds, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 The Company 1.12 Galaxy VIP represents to the Distributor that all Registration Statements registration statements and Prospectuses prospectuses filed by the Company Galaxy VIP with the SEC Securities and Exchange Commission 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 Securities and Exchange Commission thereunder. As used in this Agreement, agreement the terms "Registration Statementregistration statement" and "Prospectusprospectus" shall mean any Registration Statement registration statement and prospectuses filed with the Securities and Exchange Commission and any Prospectus (amendments and supplements thereto, including any Statement statements of Additional Information additional information incorporated therein by reference) relating to the Company , which at any time shall have been filed with the SEC Securities and any amendments or supplements thereto at any time filed with the SECExchange Commission. The Company Galaxy VIP represents and warrants to the Distributor that any Registration Statement registration statement and Prospectusprospectus, when such Registration Statement registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 said Act and the rules and regulations of the SECSecurities and Exchange Commission; that all statements of fact contained in any such Registration Statement and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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 Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.such
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 it deems reasonable 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 to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and mailing of Prospectuses to other than current shareholdersindustry professionals, such as investment advisers, accountants and the printing and mailing of sales literatureestate planning firms.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve.
1.5 All activities by the Distributor and its 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 the National Association of Securities Dealers.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of 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. Each such selling agreement will provide that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyFund.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 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 as the Distributor may designate. The 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.
1.12 1.11 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.12 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 DistributorCompany's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (LKCM Fund)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares 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 use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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"). To the extent that the Distributor receives shareholder services fees under any shareholder services plan adopted by the Company, 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. The Distributor shall, agrees to provide to the Company and its Board of Directors at its own expense, finance appropriate activities least quarterly a written report of the amounts expended under the Plans and the purposes for which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnelsuch expenditures were made. In addition, the printing Distributor agrees to provide the Company and mailing its Board of Prospectuses to other than current shareholders, and Directors a report of the printing and mailing amount of sales literaturecharges imposed, retained and reallowed by the Distributor as of the Company's fiscal year end.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Distributor agrees to 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 shall reasonably request. The Distributor will file such Sales Materials and obtain such approvals for their use as may be required by the SEC, NASD or state securities commissioners.
1.5 All activities by the Distributor and its 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 the National Association of Securities Dealers.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of 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 that (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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyFund.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing 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.
1.11 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 as the Distributor may designate. The 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.
1.12 1.11 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.12 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 DistributorCompany's counsel, be necessary or advisable. The Distributor Company shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent Trust for the distribution of the Shares covered by the Registration Statement then in effect under the Securities Act of 1933, as amended 1933 (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 The Company Trust understands that the Distributor is nowis, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Investment EntitiesCompanies"), ) including Investment Entities Companies having investment objectives similar to those of the FundsTrust. The Company Trust further understands that investors and potential investors in the Funds Trust may invest in shares of such other Investment EntitiesCompanies. The Company Trust agrees that the Distributor's duties to such Investment Entities Companies shall not be deemed in conflict with its duties to the Company Trust under this Section 1.3paragraph 1.
1.3 The Distributor shall, at its own expense, finance appropriate agreed upon activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, compensation of underwriters, dealers and sales personnel and the printing and mailing of prospectuses to other than current shareholders.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers., Inc.
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the CompanyTrust.
1.9 1.6 Whenever in their judgment such action is warranted by unusual market, economic or political conditions conditions, the Distributor or abnormal circumstances of any kind, the officers of the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Distributor or those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of 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 Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company 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 as the Distributor may designate. The Company 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.
1.12 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition as the Distributor may reasonably request.
1.13 1.9 The Company Trust represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the Company 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SECsaid Commission. The Company Trust represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 Trust 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 DistributorTrust's counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or ProspectusStatement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company 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; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust'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 Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act as on behalf of the Company's disclosed agent 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"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares 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 it deems reasonable 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 to, advertising, compensation of underwriters, dealers and sales personnelCompany, the printing 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 Company as may be required pursuant to such plan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and mailing of Prospectuses to other than current shareholdersindustry professionals, such as investment advisers, accountants and the printing and mailing of sales literatureestate planning firms.
1.3 The 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 FundsCompany. The Company further understands that investors and potential investors in the Funds Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each selling agreement will provide that (a) all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) 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 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 the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 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 pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 1.6 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem the Company deems it advisable to accept such orders and to make such sales, and the Company shall notify advises the Distributor promptly of any such determination.
1.10 1.7 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 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 Company Fund hereunder, and all expenses in connection with the preparation and printing of the CompanyFund's Prospectuses prospectuses and Statements statements of Additional Information additional information for regulatory purposes and for distribution to existing shareholders.
1.11 1.8 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 as the Distributor may designate. The 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.
1.12 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Funds' a Fund's books and accounts prepared by the Company, (b) quarterly earnings statements of the Funds prepared by the Company, (c) a monthly itemized list of the securities in the 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 Funds' financial condition of the Company as the Distributor may reasonably request.
1.13 1.10 The Company represents to the Distributor that all Registration Statements and Prospectuses prospectuses filed by the 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 terms term "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including prospectus and any Statement statement of Additional Information incorporated therein by reference) additional information relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that any Registration Statement and ProspectusStatement, 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 and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus 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 DistributorCompany's counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The 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 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 Company may deem advisable, such right being in all respects absolute and unconditional.
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