SERVICE AS DISTRIBUTOR. 1.1. The Distributor will act on behalf of the Corporation for the distribution of the Fund's Shares covered by the 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 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 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, the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material. 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 by the SEC and the National Association of Securities Dealers. 1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Corporation. 1.6. Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation deems it advisable to accept such orders and to make such sales. 1.7. The 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 Corporation shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation and the Shares as the Distributor may reasonably request; and the Corporation warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of the Fund's books and accounts prepared by the Corporation, (b) quarterly earnings statements prepared by the Corporation, (c) a monthly itemized list of the securities comprising the portfolio 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 financial condition of the Corporation and the Fund as the Distributor may reasonably request. 1.9. The Corporation represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation by the Distributor or any affiliate of the Distributor, the Corporation represents and warrants to the Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunder; all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, 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 Corporation's counsel, be necessary or advisable. The Corporation shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 Corporation's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the 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. 1.1 The Distributor will act on behalf of the Corporation Trust for the distribution of the Fund's Shares covered by the 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 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 to will undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation Trust understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "Companies"), ) including Companies having investment objectives similar to those of the CorporationTrust. The Corporation Trust further understands that investors and potential investors in the Corporation Trust may invest in shares of such other Companies. The Corporation Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Corporation Trust under this paragraph 1.2.
1.3. 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 payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports prospectuses to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material.
1.4. 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 and or the National Association of Securities Dealers.
1.5. 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationTrust.
1.6. 1.6 Whenever in its their judgment such action is warranted by unusual market, economic or political conditions, the Corporation Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation deems those officers deem it advisable to accept such orders and to make such salessales and the Trust advises the Distributor promptly of such determination.
1.7. 1.7 The Corporation 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 Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notifications.
1.8. 1.8 The Corporation Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Trust and the Shares as the Distributor may reasonably request; and the Corporation Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the CorporationTrust, (b) quarterly earnings statements prepared by the CorporationTrust, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation and the Fund Trust as the Distributor may reasonably request.
1.9. 1.9 The Corporation Trust represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SECsaid Commission. 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 The Trust represents and warrants to the Distributor that: that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, Distributor 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 as, in the light of future developments, may, in the opinion of the CorporationDistributor's counsel, be necessary or advisable. The Corporation Distributor shall promptly notify the Distributor Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation Trust 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 CorporationTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Panorama Trust), Distribution Agreement (Pictet Funds)
SERVICE AS DISTRIBUTOR. 1.1. 1.1 The Distributor will act on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 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. 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 to will undertake such advertising and promotion and other activities 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 Corporation Distributor agrees to provide to the Company and its Board of Directors at least quarterly a written report of the amounts expended under the Plans and the purposes for which such expenditures were made.
1.3 The Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph 1.2Section 1.3.
1.31.4 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 shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended agrees to result in the sale provide legal/compliance review of the Shares, including, but not limited to, the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing all sales literature and advertising materialadvertisements ("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.
1.4. 1.5 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC and or the National Association of Securities Dealers.
1.5. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationCompany.
1.6. 1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of such determination.
1.71.8 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.9 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders.
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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.8. 1.11 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the CorporationCompany, (b) quarterly earnings statements prepared by the CorporationCompany, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.9. 1.12 The Corporation Company represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Company by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Corporation Company represents and warrants to the Distributor that: that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, Company 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 as, in the light of future developments, may, in the opinion of the CorporationCompany's counsel, be necessary or advisable. The Corporation Company shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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. 1.1 The Distributor will act on behalf of as the Corporation Company's disclosed agent 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 to will 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, the payment advertising, compensation of compensation to brokersunderwriters, dealers and other financial institutions which make shares available to their customers (collectivelysales personnel, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports Prospectuses to other than current shareholders; , and the costs printing and mailing of printing, distributing and publishing sales literature and advertising materialliterature.
1.41.3 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 that Fund.
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.
1.7 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.
1.8 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 and or the National Association of Securities Dealers.
1.5. 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 CorporationCompany.
1.6. 1.10 Whenever in its their judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, officers of the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation deems 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.
1.7. 1.11 The Corporation 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.
1.12 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.
1.8. 1.13 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the Fund's Funds' books and accounts prepared by the CorporationCompany, (b) quarterly earnings statements of the Funds prepared by the CorporationCompany, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (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 Company as the Distributor may reasonably request.
1.9. 1.14 The Corporation Company represents to the Distributor that all Registration Statements and prospectuses Prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any prospectus and Prospectus including any statement Statement of additional information Additional Information incorporated therein by reference relating to the Corporation Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation by the Distributor or any affiliate of the Distributor, the Corporation The Company represents and warrants to the Distributor that: that any Registration StatementStatement 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 thereunderSEC; 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 Corporation, Distributor 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 CorporationDistributor's counsel, be necessary or advisable. The Corporation Distributor shall promptly notify the Distributor Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectusProspectus, of whatever character, as the Corporation Company 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 on behalf of the Corporation as Galaxy's disclosed agent for the distribution of the Fund's 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. 1.2 The Distributor agrees to use such appropriate efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and to will undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation Galaxy understands that the Distributor is the distributor, and may serve as in the distributor future be the distributor, of the shares of other investment companies and series thereof companies' portfolios (collectively, the "CompaniesPortfolios"), ) including Companies Portfolios having investment objectives similar to those of the CorporationFunds. The Corporation Galaxy further understands that investors and potential investors in the Corporation Funds may invest in shares of such other CompaniesPortfolios. The Corporation Galaxy agrees that the Distributor's duties to such Companies Portfolios shall not be deemed in conflict with its duties to the Corporation Galaxy under this paragraph 1.2.
1.3. 1.3 The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the payment advertising, compensation of compensation to brokersunderwriters, dealers and other financial institutions which make shares available to their customers (collectivelysales personnel, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports prospectuses to other than current shareholders; , and the costs printing and mailing of printingsales literature; provided, distributing however, that each Fund will bear the expenses incurred and publishing sales literature other payments made in accordance with the provisions of this Agreement and advertising materialany 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 1940 Act (collectively, the "Plans").
1.4. 1.4 All activities by the Distributor and its agents and employees, 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 SEC Securities and Exchange Commission or any securities association registered under the National Association Securities Exchange Act of Securities Dealers1934, as amended.
1.5. 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 the Galaxy's transfer agent for the Corporationand custodian.
1.6. 1.7 Whenever in its their judgment such action is warranted by unusual market, economic or political conditions, the Corporation 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 the Corporation deems those officers deem it advisable to accept such orders and to make such sales.
1.71.8 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.9 The 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.
1.10 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 include in each selling agreement with such dealers and other institutions a corresponding provision for the forfeiture by them of their 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.
1.12 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.
1.8. The Corporation 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 Corporation Funds and the Shares as the Distributor may reasonably request; and the Corporation Galaxy warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Galaxy shall also furnish the Distributor upon request with:
with (a) audited annual statements and unaudited semi-annual statements of the Fund's Funds' books and accounts prepared by the Corporationaccounts, (b) quarterly earnings statements prepared by of the CorporationFunds, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (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.
1.9. The Corporation 1.14 Galaxy represents to the Distributor that all Registration Statements registration statements and prospectuses filed by the Corporation 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 said Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder. As used in this Agreement, agreement the term terms "Registration Statementregistration statement" and "prospectus" shall mean any Registration Statement registration statement and any prospectus and any statement of additional information relating to the Corporation filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation by the Distributor or any affiliate of the Distributor, the Corporation represents and warrants to the Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunder; all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, 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 Corporation's counsel, be necessary or advisable. The Corporation shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 Corporation's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation may deem advisable, such right being in all respects absolute and unconditional.with
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1. 1.1 The Distributor will act on behalf of the Corporation as Galaxy VIP's disclosed agent for the distribution of the Fund's 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. 1.2 The Distributor agrees to use such appropriate efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and to will undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation Galaxy VIP understands that the Distributor is the distributor, and may serve as in the distributor future be the distributor, of the shares of other investment companies and series thereof companies' portfolios (collectively, the "CompaniesPortfolios"), ) including Companies Portfolios having investment 2 objectives similar to those of the CorporationFunds. The Corporation Galaxy VIP further understands that investors and potential investors in the Corporation Funds may invest in shares of such other CompaniesPortfolios. The Corporation Galaxy VIP agrees that the Distributor's duties to such Companies Portfolios shall not be deemed in conflict with its duties to the Corporation Galaxy VIP under this paragraph 1.2.
1.3. 1.3 The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the payment advertising, compensation of compensation to brokersunderwriters, dealers and other financial institutions which make shares available to their customers (collectivelysales personnel, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports prospectuses to other than current shareholders; , and the costs printing and mailing of printing, distributing and publishing sales literature and advertising materialliterature.
1.4. 1.4 All activities by the Distributor and its agents and employees, 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 SEC Securities and Exchange Commission or any securities association registered under the National Association Securities Exchange Act of Securities Dealers1934, as amended.
1.5. 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 the Galaxy VIP's transfer agent for the Corporationand custodian.
1.6. 1.7 Whenever in its their judgment such action is warranted by unusual market, economic or political conditions, the Corporation or by abnormal circumstances of any kind, Galaxy VIP's officers may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation deems those officers deem it advisable to accept such orders and to make such sales.
1.71.8 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 (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 the Fund or the Distributor resulting from such cancellation. The Corporation Distributor may also as disclosed agent for a Fund sell Shares of that Fund to individual investors, such
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.
1.10 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.
1.8. The Corporation 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 Corporation Funds and the Shares as the Distributor may reasonably request; and the Corporation Galaxy VIP warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Galaxy VIP shall also furnish the Distributor upon request with:
with (a) audited annual statements and unaudited semi-annual statements of the Fund's Funds' books and accounts prepared by the Corporationaccounts, (b) quarterly earnings statements prepared by of the CorporationFunds, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (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.
1.9. The Corporation 1.12 Galaxy VIP represents to the Distributor that all Registration Statements registration statements and prospectuses filed by the Corporation 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 said Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder. As used in this Agreement, agreement the term terms "Registration Statementregistration statement" and "prospectus" shall mean any Registration Statement registration statement and prospectuses filed with the Securities and Exchange Commission and any prospectus amendments and any statement supplements thereto, including statements of additional information relating to the Corporation incorporated therein by reference, 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. 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 Galaxy VIP represents and warrants to the Distributor that: that any Registration Statementregistration statement and prospectus, 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 SEC thereunderSecurities and Exchange Commission; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, 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 Corporation's counsel, be necessary or advisable. The Corporation shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 Corporation's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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 on behalf of the Corporation for the distribution of the each Fund's Shares covered by the 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 Shares.
1.2. The Distributor agrees to use such efforts as is deemed it deems appropriate by the Distributor to solicit orders for the sale of the Shares and 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 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, the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material; except as may otherwise be agreed to by the Corporation and permitted under a Plan of Distribution adopted by the Corporation in accordance with Rule 12b-1 under the 1940 Act.
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 by the SEC and the National Association of Securities DealersNASD.
1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Corporation.
1.6. Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation deems it advisable to accept such orders and to make such sales.
1.7. The 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 Corporation shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation and the Shares as the Distributor may reasonably request; and the Corporation warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the each Fund's books and accounts prepared by the Corporation, (b) quarterly earnings statements prepared by the Corporation, (c) a monthly itemized list of the securities comprising the portfolio of the 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 financial condition of the Corporation and the each Fund as the Distributor may reasonably request.
1.9. The Corporation represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation by the Distributor or any affiliate of the Distributor, the Corporation represents and warrants to the Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunder; all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, 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 Corporation's counsel, be necessary or advisable. The Corporation shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 Corporation's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the 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. 1.1 The Distributor will act on behalf of the Corporation Trust for the distribution of the Fund's Shares covered by the 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 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 to will undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation Trust understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "Companies"), ) including Companies having investment objectives similar to those of the CorporationTrust. The Corporation Trust further understands that investors and potential investors in the Corporation Trust may invest in shares of such other Companies. The Corporation Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Corporation Trust under this paragraph 1.2.
1.3. 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 payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports prospectuses to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material.
1.4. 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 and or the National Association of Securities Dealers.
1.5. 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationTrust.
1.6. 1.6 Whenever in its their judgment such action is warranted by unusual market, economic or political conditions, the Corporation Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation deems those officers deem it advisable to accept such orders and to make such sales.
1.7. 1.7 The Corporation 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. 1.8 The Corporation Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Trust and the Shares as the Distributor may reasonably request; and the Corporation Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the CorporationTrust, (b) quarterly earnings statements prepared by the CorporationTrust, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation and the Fund Trust as the Distributor may reasonably request.
1.9. 1.9 The Corporation Trust represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SECsaid Commission. 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 The Trust represents and warrants to the Distributor that: that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, 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 as, in the light of future developments, may, in the opinion of the CorporationTrust's counsel, be necessary or advisable. The Corporation Trust shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation Trust 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 CorporationTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation Trust 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 on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 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 to will undertake such advertising and promotion and other activities 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.
1.3 The Corporation Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph 1.2Section 1.3.
1.3. 1.4 The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result shall not utilize any materials in connection with the sale or offering of Shares except the Shares, including, but not limited to, Company's prospectus and statement of additional information and such other materials as the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising materialCompany shall provide or approve.
1.4. 1.5 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC and or the National Association of Securities Dealers.
1.5. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationCompany.
1.6. 1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of such determination.
1.71.8 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.9 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders.
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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.8. 1.11 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the CorporationCompany, (b) quarterly earnings statements prepared by the CorporationCompany, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.9. 1.12 The Corporation Company represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Company by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Corporation Company represents and warrants to the Distributor that: that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, Company 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 as, in the light of future developments, may, in the opinion of the CorporationCompany's counsel, be necessary or advisable. The Corporation Company shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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 on behalf of the Corporation Trust for the distribution of the Fund's Shares covered by the 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 the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of the 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 to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation Trust 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 CorporationTrust. The Corporation Trust further understands that investors and potential investors in the Corporation Trust may invest in shares of such other Companies. The Corporation Trust agrees that the Distributor's ’s duties to such Companies shall not be deemed in conflict with its duties to the Corporation Trust under this paragraph 1.2.
1.3. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "“Dealers"”); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current prospective shareholders; and the costs of printing, distributing and publishing sales literature and advertising material; provided, however, that the Funds (or particular classes thereof) may bear certain of these expenses to the extent authorized by the Board and permitted under a plan of distribution adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act.
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 by the SEC Securities and Exchange Commission (the “SEC”) and the National Association of Securities DealersFinancial Industry Regulatory Authority (“FINRA”).
1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationTrust.
1.6. Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Trust deems it advisable to accept such orders and to make such sales.
1.7. The Corporation 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 Corporation Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Trust and the Shares as the Distributor may reasonably request; and the Corporation Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Trust shall also furnish the Distributor upon request with:
: (a) audited annual statements and unaudited semi-annual statements of the each Fund's ’s books and accounts prepared by the CorporationTrust, (b) quarterly earnings statements prepared by the CorporationTrust, (c) a monthly itemized list of the securities comprising the portfolio of the each Fund, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation Trust and the Fund Funds as the Distributor may reasonably request.
1.9. The Corporation Trust represents to the Distributor that all the Registration Statements and prospectuses filed by the Corporation Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "“Registration Statement" ” shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Trust by the Distributor or any affiliate of the Distributor, the Corporation Trust represents and warrants to the Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunder; all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The CorporationTrust may, 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 Corporation's Trust’s counsel, be necessary or advisable. The Corporation Trust shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen (15) days after receipt by the Corporation Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation Trust shall not file any amendment to any Registration Statement or supplement to any 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 Corporation's Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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. 1.1 The Distributor will act on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
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 to will undertake such advertising and promotion and other activities 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"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the 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 the Company as may be required pursuant to such Plan. The Corporation Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph Section 1.2.
1.31.3 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 shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended and the Company may agree that any such material does not need to result in the sale of the Shares, including, but not limited tobe filed subsequent to distribution. In addition, the payment of compensation Company agrees not to brokersuse any such materials until so filed and cleared for use, dealers and other financial institutions which make shares available to their customers (collectivelyif required, "Dealers"); the payment of compensation to sales personnel of by appropriate authorities as well as by the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material.
1.4. 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 by the SEC and or the National Association of Securities Dealers., Inc.
1.5. 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationCompany.
1.6. 1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales.
1.71.7 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 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 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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.8. 1.9 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation shall also furnish the Distributor upon request with:any
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the Corporation, Company and (b) quarterly earnings statements prepared by the Corporation, (c) a monthly itemized list of the securities comprising the portfolio 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 financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.9. 1.10 The Corporation Company represents to the Distributor that all the Registration Statements Statement and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any the Registration Statement and any prospectus and any statement of additional information relating to the Corporation 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. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Company by the Distributor or any affiliate of the Distributor, the Corporation Company represents and warrants to the Distributor that: any that the Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading to a purchaser of the Shares. The Corporation, Distributor 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 as, in the light of future developments, may, in the opinion of the CorporationDistributor's counsel, be necessary or advisable. The Corporation Distributor shall promptly notify the Distributor Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation Company 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 on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
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 to will undertake such advertising and promotion and other activities 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"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the 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 the Company as may be required pursuant to such Plan. The Corporation Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph Section 1.2.
1.31.3 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 shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended and the Company may agree that any such material does not need to result in the sale of the Shares, including, but not limited tobe filed subsequent to distribution. In addition, the payment of compensation Company agrees not to brokersuse any such materials until so filed and cleared for use, dealers and other financial institutions which make shares available to their customers (collectivelyif required, "Dealers"); the payment of compensation to sales personnel of by appropriate authorities as well as by the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material.
1.4. 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 by the SEC and or the National Association of Securities Dealers., Inc.
1.5. 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationCompany.
1.6. 1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales.
1.71.7 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 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 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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.8. 1.9 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the Corporation, Company and (b) quarterly earnings statements prepared by the Corporation, (c) a monthly itemized list of the securities comprising the portfolio 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 financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.9. 1.10 The Corporation Company represents to the Distributor that all the Registration Statements Statement and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any the Registration Statement and any prospectus and any statement of additional information relating to the Corporation 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. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Company by the Distributor or any affiliate of the Distributor, the Corporation Company represents and warrants to the Distributor that: any that the Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading to a purchaser of the Shares. The Corporation, Distributor 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 as, in the light of future developments, may, in the opinion of the CorporationDistributor's counsel, be necessary or advisable. The Corporation Distributor shall promptly notify the Distributor Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this AgreementAgreememnt. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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 on behalf of the Corporation Trust for the distribution of the Fund's Shares covered by the 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 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 to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation Trust 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 CorporationTrust. The Corporation Trust further understands that investors and potential investors in the Corporation Trust may invest in shares of such other Companies. The Corporation Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Corporation Trust under this paragraph 1.2.
1.3. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); , the payment of compensation to sales personnel of the Distributor; , and the costs of printing and mailing of prospectuses, annual reports and other periodic reports prospectuses to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material.
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 by the SEC and the National Association of Securities Dealers.
1.5. The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationTrust.
1.6. Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Trust deems it advisable to accept such orders and to make such sales.
1.7. The Corporation 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 Corporation Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Trust and the Shares as the Distributor may reasonably request; and the Corporation Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the each Fund's books and accounts prepared by the CorporationTrust, (b) quarterly earnings statements prepared by the CorporationTrust, (c) a monthly itemized list of the securities comprising the portfolio of the each Fund, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation Trust and the Fund Funds as the Distributor may reasonably request.
1.9. The Corporation Trust represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Trust by the Distributor or any affiliate of the Distributor, the Corporation Trust represents and warrants to the Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunder; all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The CorporationTrust, 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 CorporationTrust's counsel, be necessary or advisable. The Corporation Trust shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation Trust 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 CorporationTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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. The Distributor will act on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 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 to will undertake such advertising and promotion and other activities 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.
1.3. The Corporation Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph 1.2Section 1.3.
1.31.4. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result shall not utilize any materials in connection with the sale or offering of Shares except the Shares, including, but not limited to, Company's prospectus and statement of additional information and such other materials as the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising materialCompany shall provide or approve.
1.41.5. All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC and or the National Association of Securities Dealers.
1.51.6. The Distributor will transmit any orders received by it for purchase or redemption of the Shares shares to the transfer agent for the Corporation.Company
1.61.7. Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of such determination.
1.71.8. The Corporation 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 (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.9. The Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders.
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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.81.11. The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the CorporationCompany, (b) quarterly earnings statements prepared by the CorporationCompany, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.91.12. The Corporation Company represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Company by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Corporation Company represents and warrants to the Distributor that: that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, Company 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 as, in the light of future developments, may, in the opinion of the CorporationCompany's counsel, be necessary or advisable. The Corporation Company shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation Company 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 on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 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 to will undertake such advertising and promotion and other activities 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 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 other industry professionals, such as investment advisers, accountants and estate planning firms.
1.3 The Corporation Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph 1.2Section 1.3.
1.3. 1.4 The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result shall not utilize any materials in connection with the sale or offering of Shares except the Shares, including, but not limited to, Company's prospectus and statement of additional information and such other materials as the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising materialCompany shall provide or approve.
1.4. 1.5 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC and or the National Association of Securities Dealers.
1.5. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationCompany.
1.6. 1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of such determination.
1.71.8 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.9 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders.
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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.8. 1.11 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the CorporationCompany, (b) quarterly earnings statements prepared by the CorporationCompany, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.9. 1.12 The Corporation Company represents to the Distributor that all Registration Statements and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Company by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Corporation Company represents and warrants to the Distributor that: that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein herein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be bc true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, Company 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 as, in the light of future developments, may, in the opinion of the CorporationCompany's counsel, be necessary or advisable. The Corporation Company shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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 on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
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 to will undertake such advertising and promotion and other activities 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"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the 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 the Company as may be required pursuant to such Plan. The Corporation Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph Section 1.2.
1.31.3 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 shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended and the Company may agree that any such material does not need to result in the sale of the Shares, including, but not limited tobe filed subsequent to distribution. In addition, the payment of compensation Company agrees not to brokersuse any such materials until so filed and cleared for use, dealers and other financial institutions which make shares available to their customers (collectivelyif required, "Dealers"); the payment of compensation to sales personnel of by appropriate authorities as well as by the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material.
1.4. 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 by the SEC and or the National Association of Securities Dealers., Inc. 2
1.5. 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationCompany.
1.6. 1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales.
1.71.7 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 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 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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.8. 1.9 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the Corporation, Company and (b) quarterly earnings statements prepared by the Corporation, (c) a monthly itemized list of the securities comprising the portfolio 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 financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.9. 1.10 The Corporation Company represents to the Distributor that all the Registration Statements Statement and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any the Registration Statement and any prospectus and any statement of additional information relating to the Corporation 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. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation Company by the Distributor or any affiliate of the Distributor, the Corporation Company represents and warrants to the Distributor that: any that the Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunderSEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading to a purchaser of the Shares. The Corporation, Distributor 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 as, in the light of future developments, may, in the opinion of the CorporationDistributor's counsel, be necessary or advisable. The Corporation Distributor shall promptly notify the Distributor Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 CorporationCompany's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation Company 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 on behalf of the Corporation Company for the distribution of the Fund's Shares covered by the 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 Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
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 to will undertake such advertising and promotion and other activities 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"). To the extent that the Distributor receives shareholder services fees under any 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. The Corporation Company understands that the Distributor is now, and may serve as in the future be, the distributor of the shares of other several investment companies and or series thereof (collectively, the "CompaniesInvestment Entities"), including Companies Investment Entities having investment objectives similar to those of the CorporationCompany. The Corporation Company further understands that investors and potential investors in the Corporation Company may invest in shares of such other CompaniesInvestment Entities. The Corporation Company agrees that the Distributor's duties to such Companies Investment Entities shall not be deemed in conflict with its duties to the Corporation Company under this paragraph Section 1.2. 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.
1.3. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the payment of compensation to brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports to other than current shareholders; and the costs of printing, distributing and publishing sales literature and advertising material.
1.4. 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 by the SEC and or the National Association of Securities Dealers., Inc.
1.5. 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CorporationCompany.
1.6. 1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Corporation Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Corporation Company deems it advisable to accept such orders and to make such sales.
1.71.7 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 (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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 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 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 may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.8. 1.9 The Corporation Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Corporation Company and the Shares as the Distributor may reasonably request; and the Corporation Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of the a Fund's books and accounts prepared by the Corporation, Company and (b) quarterly earnings statements prepared by the Corporation, (c) a monthly itemized list of the securities comprising the portfolio 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 financial condition of the Corporation and the Fund Company as the Distributor may reasonably request.
1.9. 1.10 The Corporation Company represents to the Distributor that all the Registration Statements Statement and prospectuses filed by the Corporation Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean any Registration Statement and any prospectus and any statement of additional information relating to the Corporation filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Corporation by the Distributor or any affiliate of the Distributor, the Corporation represents and warrants to the Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC thereunder; all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Corporation, 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 Corporation's counsel, be necessary or advisable. The Corporation shall promptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Corporation shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Corporation 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 Corporation's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Corporation 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. 1.1 The Distributor will act on behalf of the Corporation as Galaxy's disclosed agent for the distribution of the Fund's 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. 1.2 The Distributor agrees to use such appropriate efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and to will undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. The Corporation Galaxy understands that the Distributor is the distributor, and may serve as in the distributor future be the distributor, of the shares of other investment companies and series thereof companies' portfolios (collectively, the "CompaniesPortfolios"), ) including Companies Portfolios having investment objectives similar to those of the CorporationFunds. The Corporation Galaxy further understands that investors and potential investors in the Corporation Funds may invest in shares of such other CompaniesPortfolios. The Corporation Galaxy agrees that the Distributor's duties to such Companies Portfolios shall not be deemed in conflict with its duties to the Corporation Galaxy under this paragraph 1.2.
1.3. 1.3 The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, the payment advertising, compensation of compensation to brokersunderwriters, dealers and other financial institutions which make shares available to their customers (collectivelysales personnel, "Dealers"); the payment of compensation to sales personnel of the Distributor; the costs of printing and mailing of prospectuses, annual reports and other periodic reports prospectuses to other than current shareholders; , and the costs printing and mailing of printing, distributing and publishing sales literature and advertising materialliterature.
1.4. 1.4 All activities by the Distributor and its agents and employees, 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 1940 by the SEC Securities and Exchange Commission or any securities association registered under the National Association Securities Exchange Act of Securities Dealers1934.
1.5. 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 the Galaxy's transfer agent for the Corporationand custodian.
1.6. 1.7 Whenever in its their judgment such action is warranted by unusual market, economic or political conditions, the Corporation 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 the Corporation deems those officers deem it advisable to accept such orders and to make such sales.
1.71.8 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 all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (ii) 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 Corporation Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.9 The 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.
1.10 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 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 otherwise.
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 include in each selling agreement with such dealers and other institutions a corresponding provision for the forfeiture by them of their 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.
1.12 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.
1.8. The Corporation 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 Corporation Funds and the Shares as the Distributor may reasonably request; and the Corporation Galaxy warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Corporation Galaxy shall also furnish the Distributor upon request with:
: (a) audited annual statements and unaudited semi-annual statements of the Fund's Funds' books and accounts prepared by the Corporationaccounts, (b) quarterly earnings statements prepared by of the CorporationFunds, (c) a monthly itemized list of the securities comprising in the portfolio of the FundFunds, (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.
1.9. The Corporation 1.14 Galaxy represents to the Distributor that all Registration Statements registration statements and prospectuses filed by the Corporation 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 said Act and the rules and regulations of the SEC Securities and Exchange Commission thereunder. As used in this Agreement, agreement the term terms "Registration Statementregistration statement" and "prospectus" shall mean any Registration Statement registration statement and prospectus filed with the Securities and Exchange Commission and any prospectus amendments and any statement supplements thereto, including statements of additional information relating to the Corporation incorporated therein by reference, 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. 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 Galaxy represents and warrants to the Distributor that: that any Registration Statementregistration statement and prospectus, 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 SEC thereunderSecurities and Exchange Commission; that all statements of fact contained in any such Registration Statement registration statement and prospectus will be true and correct when such Registration Statement registration statement becomes effective; and no Registration Statement that 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 CorporationGalaxy may, may but shall not be obligated 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 CorporationGalaxy's counsel, be necessary or advisable. The Corporation Galaxy shall promptly notify the 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 Statementregistration statement or prospectus. If the Corporation Galaxy shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Corporation Galaxy of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreementagreement. The Corporation Galaxy shall not file any amendment to any Registration Statement registration statement or supplement to any 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 CorporationGalaxy's right to file at any time such amendments to any Registration Statements registration statement and/or supplements to any prospectus, of whatever character, as the Corporation Galaxy may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
