SERVICE AS DISTRIBUTOR. 1.1 You will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Fund involved or to any qualified broker/dealer for transmittal to said agent. (a) You agree to use your best efforts to solicit orders for the sale of Shares. You, at your own expense, shall finance appropriate activities which you deem reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, you will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. It is contemplated that you will enter into selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and in so doing you will act only on your own behalf as principal. (b) All Shares of the Funds offered for sale by you 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 the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage of the offering price of such shares as set forth in the Trust's then current prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as from time to time amended, or if such concessions are described in the Trust's then current prospectuses, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
Appears in 2 contracts
Samples: Distribution Agreement (Westcore Trust), Distribution Agreement (Westcore Trust)
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as the Company's disclosed agent for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses Registration Statement then in effect with respect to the Funds under the Securities Act of 1933, as amended, and amended (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best efforts deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. YouThe Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses Prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition.
1.3 The Company understands that the Distributor is now, you will provide one and may in the future be, the distributor of the shares of several investment companies or more personsseries (collectively, during normal business hoursthe "Investment Entities"), including Investment Entities having investment objectives similar to respond to telephone questions with respect to those of the Funds. It is contemplated The Company further understands that you will investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with qualified broker/selected dealers and or other persons 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 in so doing you will act only on your own behalf as principal.
(b) All if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of the Funds offered Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale by you 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 offered for sale sold and shall notify the Distributor in writing of any changes to the public at a price per share (information contained in the "offering price") equal previous notification.
1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) their net asset value (determined in audited annual statements and unaudited semi-annual statements of the manner set forth in Funds' books and accounts prepared by the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectusesCompany, (b) a sales charge which shall be the percentage quarterly earnings statements of the offering price Funds prepared by the Company, (c) a monthly itemized list of such shares as set forth the securities in the Trust's then current prospectuses. The offering priceFunds, if not an exact multiple (d) monthly balance sheets as soon as practicable after the end of one centeach month, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as (e) from time to time amendedsuch additional information regarding the Funds' financial condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or if supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, when such concessions are described Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the Trustlight of future developments, may, in the opinion of the Distributor's then current prospectusescounsel, be necessary or advisable. The Distributor shall be promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust Company may deem advisable, such right being in connection with the offering or sale of its Shares to the public or otherwiseall respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Galaxy Fund Ii), Distribution Agreement (Galaxy Fund Ii)
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as agent on behalf of the Trust for the distribution of the Shares in accordance with covered by the instructions Registration Statement under the 1933 Act. The Distributor will have no liability for payment for the purchase of the Trust's Board of Trustees and the registration statement and prospectuses then in effect Shares sold pursuant to this Agreement or with respect to the Funds under the Securities Act redemptions or repurchases of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Fund involved or to any qualified broker/dealer for transmittal to said agentShares.
(a) You agree 1.2 The Distributor agrees to use your best such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. YouThe Trust understands that the Distributor serves as the distributor of the shares of other investment companies and series thereof (collectively, the "Companies"), including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3 The Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, the payment of compensation of underwritersto brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"), the payment of compensation to sales personnelpersonnel of the Distributor, and the printing and mailing of prospectuses to other than current shareholders.
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 printing 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 Trust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and mailing to make such sales.
1.7 The 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 sales literature. In additionthe Shares for sale in such states as the Distributor may designate.
1.8 The Trust shall furnish from time to time, you will provide one or more personsfor use in connection with the sale of the Shares, during normal business hours, to respond to telephone questions such information with respect to the FundsTrust and the Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. It is contemplated The Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of each Fund's books and accounts prepared by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities comprising the portfolio of each Fund, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Trust and the Funds as the Distributor may reasonably request.
1.9 The Trust represents to the Distributor that you will enter into selling agreements all Registration Statements and prospectuses filed by the Trust with qualified broker/dealers and other persons the SEC under the 1933 Act with respect to the offering Shares have been prepared in conformity with the requirements of Shares 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 public, Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in so doing you will act only on your own behalf as principal.
(b) All Shares the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Funds offered for sale by you shall be offered for sale Distributor, the Trust represents and warrants to the public at a price per share (Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the "offering price") equal to (a) their net asset value (determined in 1933 Act and the manner set forth in the Trust's Declaration of Trust rules and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage regulations of the offering price SEC thereunder; all statements of fact contained in any such shares as set forth in 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 Trust's then current prospectusesstatements therein not misleading to a purchaser of the Shares. The offering price, if Trust may but shall not an exact multiple of one cent, shall be adjusted obligated to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as propose from time to time amendedsuch amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, or if such concessions are described in the light of future developments, may, in the opinion of the Trust's then current prospectusescounsel, be necessary or advisable. The Trust shall be as so set forthpromptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in connection with advance; provided, however, that nothing contained in this Agreement shall in any way limit the offering or sale Trust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of its Shares to whatever character, as the public or otherwiseTrust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (CMG Institutional Investors Trust)
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as agent on behalf of the Trust for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds Registration Statement under the Securities Act of 1933, as amended, and amended (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. YouThe Trust understands that the Distributor serves as the distributor of the shares of other investment companies and series thereof (collectively, the "Companies"), including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3 The Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, the payment of compensation of underwritersto brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers"), the payment of compensation to sales personnelpersonnel of the Distributor, and the printing and mailing of prospectuses to other than current shareholders.
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 printing National Association of Securities Dealers, Inc. ("NASD").
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Trust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and mailing to make such sales.
1.7 The 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 sales literature. In additionthe Shares for sale in such states as the Distributor may designate.
1.8 The Trust shall furnish from time to time, you will provide one or more personsfor use in connection with the sale of the Shares, during normal business hours, to respond to telephone questions such information with respect to the FundsTrust and the Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. It is contemplated The Trust 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 Trust, (b) quarterly earnings statements prepared by the Trust, (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 Trust and the Fund as the Distributor may reasonably request.
1.9 The Trust represents to the Distributor that you will enter into selling agreements all Registration Statements and prospectuses filed by the Trust with qualified broker/dealers and other persons the SEC under the 1933 Act with respect to the offering Shares have been prepared in conformity with the requirements of Shares 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 public, Trust and the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in so doing you will act only on your own behalf as principal.
(b) All Shares the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Funds offered for sale by you shall be offered for sale Distributor, the Trust represents and warrants to the public at a price per share (Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the "offering price") equal to (a) their net asset value (determined in 1933 Act and the manner set forth in the Trust's Declaration of Trust rules and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage regulations of the offering price SEC thereunder; all statements of fact contained in any such shares as set forth in 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 Trust's then current prospectusesstatements therein not misleading to a purchaser of the Shares. The offering price, if Trust may but shall not an exact multiple of one cent, shall be adjusted obligated to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as propose from time to time amendedsuch amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, or if such concessions are described in the light of future developments, may, in the opinion of the Trust's then current prospectusescounsel, be necessary or advisable. The Trust shall be as so set forthpromptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in connection with advance; provided, however, that nothing contained in this Agreement shall in any way limit the offering or sale Trust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of its Shares to whatever character, as the public or otherwiseTrust 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 You The Distributor will act as the Company's disclosed agent for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses Registration Statement then in effect with respect to the Funds under the Securities Act of 1933, as amended, and amended (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best efforts deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. YouThe Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses Prospectuses to other than current shareholdersthan
1.3 The Company understands that the Distributor is now, and may in the printing 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 mailing potential investors in the Funds may invest in shares of sales literaturesuch other Investment Entities. In addition, you will The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor agrees to provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. It is contemplated that you will .
1.5 The Distributor may enter into selling agreements with qualified broker/selected dealers and or other persons 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 in so doing you will act only on your own behalf as principal.
(b) All if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of the Funds offered Company.
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 Fund.
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
1.8 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.9 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the Company and its custodian.
1.10 Whenever in their Judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination,
1.11 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.12 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 by you 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 offered for sale sold and shall notify the Distributor in writing of any changes to the public at a price per share (information contained in the "offering price") equal previous notification.
1.13 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with: (a) their net asset value (determined audited
1.14 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the manner set forth in the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage requirements of the offering price 1933 Act and the rules and regulations of such shares as set forth the SEC thereunder. As used in this Agreement, the Trust's then current prospectusesterms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. The offering price, if not an exact multiple of one cent, shall be adjusted Company represents and warrants to the nearest centDistributor that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. Concessions by you The Distributor may but shall not be obligated to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as propose from time to time amendedsuch amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, or if such concessions are described in the Trustlight of future developments, may, in the opinion of the Distributor's then current prospectusescounsel, be necessary or advisable. The Distributor shall be as so set forthpromptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. No broker/dealer If the Company shall not propose such amendment or other person who enters into amendments and/or supplement or supplements within fifteen days after receipt by the Company of a selling agreement with you written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company shall be authorized not file any amendment to act as agent for any Registration Statement or supplement to any Prospectus without giving the Trust Distributor reasonable notice thereof in connection with the offering or sale of its Shares to the public or otherwise.advance, provided, however, that nothing
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as the Company's disclosed agent for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses Registration Statement then in effect with respect to the Funds under the Securities Act of 1933, as amended, and amended (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best efforts deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. YouThe Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses Prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition.
1.3 The Company understands that the Distributor is now, you will provide one and may in the future be, the distributor of the shares of several investment companies or more personsseries (collectively, during normal business hoursthe "Investment Entities"), including Investment Entities having investment objectives similar to respond to telephone questions with respect to those of the Funds. It is contemplated The Company further understands that you will investors and potential investors in the Finds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with qualified broker/selected dealers and or other persons 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 in so doing you will act only on your own behalf as principal.
(b) All if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of the Funds offered Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale by you 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 offered for sale sold and shall notify the Distributor in writing of any changes to the public at a price per share (information contained in the "offering price") equal previous notification.
1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) their net asset value (determined in audited annual statements and unaudited semi-annual statements of the manner set forth in Funds' books and accounts prepared by the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectusesCompany, (b) a sales charge which shall be the percentage quarterly earnings statements of the offering price Funds prepared by the Company, (c) a monthly itemized list of such shares as set forth the securities in the Trust's then current prospectuses. The offering priceFunds, if not an exact multiple (d) monthly balance sheets as soon as practicable after the end of one centeach month, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as (e) from time to time amendedsuch additional information regarding the Funds' financial condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or if supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, when such concessions are described Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the Trustlight of future developments, may, in the opinion of the Distributor's then current prospectusescounsel, be necessary or advisable. The Distributor shall be promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust Company may deem advisable, such right being in connection with the offering or sale of its Shares to the public or otherwiseall respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as agent on behalf of the Trust for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds Registration Statement under the Securities Act of 1933, as amended, and 1933 (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best efforts deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. YouThe Trust understands that the Distributor is, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Companies") including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.
1.3 The Distributor shall, at your its own expense, shall finance appropriate agreed upon activities which you deem it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, personnel and the printing and mailing of prospectuses to other than current shareholders.
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 printing 1940 Act by the SEC or the National Association of Securities Dealers, Inc.
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Trust.
1.6 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, the Distributor or the officers of the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Distributor or those officers deem it advisable to accept such orders and mailing to make such sales.
1.7 The 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 sales literature. In additionthe Shares for sale in such states as the Distributor may designate.
1.8 The Trust shall furnish from time to time, you will provide one or more personsfor use in connection with the sale of the Shares, during normal business hours, to respond to telephone questions such information with respect to the Funds. It is contemplated Trust and the Shares as the Distributor may reasonably request; and the Trust warrants that you will enter into selling agreements the statements contained in any such information shall fairly show or represent what they purport to show or represent.
1.9 The Trust represents to the Distributor that all Registration Statements and prospectuses filed by the Trust with qualified broker/dealers and other persons the SEC under the 1933 Act with respect to the offering Shares have been prepared in conformity with the requirements of Shares 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 publicTrust filed with the SEC and any amendments or supplements thereto at any time filed with said Commission. The 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 in so doing you will act only on your own behalf as principal.
(b) All Shares the rules and regulations of the Funds offered for sale by you shall SEC; that all statements of fact contained in any such Registration Statement will be offered for sale 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 public at statements therein not misleading to a price per share (the "offering price") equal to (a) their net asset value (determined in the manner set forth in the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage purchaser of the offering price of such shares as set forth in the Trust's then current prospectusesShares. The offering price, if Trust may but shall not an exact multiple of one cent, shall be adjusted obligated to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as propose from time to time amendedsuch amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, or if such concessions are described in the light of future developments, may, in the opinion of the Trust's then current prospectusescounsel, be necessary or advisable. The Trust shall be as so set forthpromptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in connection with advance; provided, however, that nothing contained in this Agreement shall in any way limit the offering or sale Trust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of its Shares to whatever character, as the public or otherwiseTrust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as the Company's disclosed agent for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses Registration Statement then in effect with respect to the Funds under the Securities Act of 1933, as amended, and amended (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best efforts deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. YouThe Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses Prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition.
1.3 The Company understands that the Distributor is now, you will provide one and may in the future be, the distributor of the shares of several investment companies or more personsseries (collectively, during normal business hoursthe "Investment Entities"), including Investment Entities having investment objectives similar to respond to telephone questions with respect to those of the Funds. It is contemplated The Company further understands that you will investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with qualified broker/selected dealers and or other persons 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 Company or its agent and in so doing you will act only on your own behalf as principal.
(b) All if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of the Funds offered Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Fund's transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Company.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale by you 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 offered for sale sold and shall notify the Distributor in writing of any changes to the public at a price per share (information contained in the "offering price") equal previous notification.
1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) their net asset value (determined in audited annual statements and unaudited semi-annual statements of the manner set forth in Funds' books and accounts prepared by the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectusesCompany, (b) a sales charge which shall be the percentage quarterly earnings statements of the offering price Funds prepared by the Company, (c) a monthly itemized list of such shares as set forth the securities in the Trust's then current prospectuses. The offering priceFunds, if not an exact multiple (d) monthly balance sheets as soon as practicable after the end of one centeach month, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as (e) from time to time amendedsuch additional information regarding the Funds' financial condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or if supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, when such concessions are described Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the Trustlight of future developments, may, in the opinion of the Distributor's then current prospectusescounsel, be necessary or advisable. The Distributor shall be promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust Company may deem advisable, such right being in connection with the offering or sale of its Shares to the public or otherwiseall respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as the Company's disclosed agent for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses Registration Statement then in effect with respect to the Funds under the Securities Act of 1933, as amended, and amended (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best efforts deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. YouThe Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses Prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition.
1.3 The Company understands that the Distributor is now, you will provide one and may in the future be, the distributor of the shares of several investment companies or more personsseries (collectively, during normal business hoursthe "Investment Entities"), including Investment Entities having investment objectives similar to respond to telephone questions with respect to those of the Funds. It is contemplated The Company further understands that you will investors and potential investors in the Funds may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor may enter into selling agreements with qualified broker/selected dealers and or other persons 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 Company or its agent and in so doing you will act only on your own behalf as principal.
(b) All if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of the Funds offered Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares under this Agreement. Such confirmations will comply with all applicable Federal and state laws and rules and regulations of authorized regulatory bodies and will clearly state that the Distributor is acting as agent in the transaction and that all remittances, registration instructions and certifications for redemption should be sent directly to the Funds' transfer agent. Such confirmations will also set forth the mailing address and delivery address of the Fund.
1.6 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's then current Prospectuses and Statements of Additional Information and such other materials as the Company shall provide or approve.
1.7 All activities by the Distributor and its agents and employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or the National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the Company and its custodian.
1.9 Whenever in their judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, officers of the Company may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and make such sales, and the Company shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Company hereunder, and all expenses in connection with the preparation and printing of the Company's Prospectuses and Statements of Additional Information for regulatory purposes and for distribution to existing shareholders.
1.11 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale by you 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 offered for sale sold and shall notify the Distributor in writing of any changes to the public at a price per share (information contained in the "offering price") equal previous notification.
1.12 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) their net asset value (determined in audited annual statements and unaudited semi-annual statements of the manner set forth in Fund's books and accounts prepared by the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectusesCompany, (b) a sales charge which shall be the percentage quarterly earnings statements of the offering price Funds prepared by the Company, (c) a monthly itemized list of such shares as set forth the securities in the Trust's then current prospectuses. The offering priceFunds, if not an exact multiple (d) monthly balance sheets as soon as practicable after the end of one centeach month, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as (e) from time to time amendedsuch additional information regarding the Fund's financial condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration Statements and Prospectuses filed by the Company with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the terms "Registration Statement" and "Prospectus" shall mean any Registration Statement and any Prospectus (including any Statement of Additional Information incorporated therein by reference) relating to the Company filed with the SEC and any amendments or if supplements thereto at any time filed with the SEC. The Company represents and warrants to the Distributor that any Registration Statement and Prospectus, when such concessions are described Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement and Prospectus will be true and correct when such Registration Statement becomes effective; and that no Registration Statement or Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the Trustlight of future developments, may, in the opinion of the Distributor's then current prospectusescounsel, be necessary or advisable. The Distributor shall be promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement or Prospectus. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving the Distributor reasonable notice thereof in advance; provided; however, that nothing contained in this Agreement shall in any way limit the Company's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust Company may deem advisable, such right being in connection with the offering or sale of its Shares to the public or otherwiseall respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the registration statement and prospectuses prospect-uses then in effect with respect to the Funds under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Fund involved or to any qualified broker/dealer for transmittal to said agent.
(a) You agree to use your best efforts to solicit orders for the sale of Shares. You, at your own expense, shall finance appropriate activities which you deem reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, you will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. It is contemplated that you will enter into selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and in so doing you will act only on your own behalf as principal.
(b) All Shares of the Funds offered for sale by you 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 the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage of the offering price of such shares as set forth in the Trust's then current prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as from time to time amended, or if such concessions are described in the Trust's then current prospectuses, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Fund involved or to any qualified broker/dealer for transmittal to said agent.
(a) You agree to use your best efforts to solicit orders for the sale of Shares. You, at your own expense, shall finance appropriate activities which you deem reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, you will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. It is contemplated that you will enter into selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and in so doing you will act only on your own behalf as principal.
(b) All Shares of the Funds offered for sale by you 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 the Trust's Declaration of Trust and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, prospectuses (b) a sales charge which shall be the percentage of the offering price of such shares as set forth in the Trust's then current prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, persons as from time to time amended, or if such concessions are described in the Trust's then current prospectuses, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as agent on behalf of the Trust for the distribution of the Shares in accordance with covered by the instructions Registration Statement under the 1933 Act. The Distributor will have no liability for payment for the purchase of the Trust's Board of Trustees and the registration statement and prospectuses then in effect Shares sold pursuant to this Agreement or with respect to the Funds under the Securities Act redemptions or repurchases of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Fund involved or to any qualified broker/dealer for transmittal to said agentShares.
(a) You agree 1.2 The Distributor agrees to use your best such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation. YouThe Trust understands that the Distributor serves as the distributor of the shares of other investment companies and series thereof (collectively, the "Companies"), including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3 The Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, the payment of compensation of underwritersto brokers, dealers and other financial institutions which make shares available to their customers (collectively, "Dealers") and the payment of compensation to sales personnelpersonnel of the Distributor.
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 Trust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the printing Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and mailing to make such sales.
1.7 The 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 prospectuses the Shares for sale in such states as the Distributor may designate.
1.8 The Trust shall furnish from time to other than current shareholderstime, and for use in connection with the printing and mailing sale of sales literature. In additionthe Shares, you will provide one or more persons, during normal business hours, to respond to telephone questions such information with respect to the FundsTrust and the Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. It is contemplated The Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of each Fund's books and accounts prepared by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities comprising the portfolio of each Fund, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Trust and the Funds as the Distributor may reasonably request.
1.9 The Trust represents to the Distributor that you will enter into selling agreements all Registration Statements and prospectuses filed by the Trust with qualified broker/dealers and other persons the SEC under the 1933 Act with respect to the offering Shares have been prepared in conformity with the requirements of Shares 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 public, Trust filed with the SEC and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in so doing you will act only on your own behalf as principal.
(b) All Shares the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Funds offered for sale by you shall be offered for sale Distributor, the Trust represents and warrants to the public at a price per share (Distributor that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the "offering price") equal to (a) their net asset value (determined in 1933 Act and the manner set forth in the Trust's Declaration of Trust rules and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage regulations of the offering price SEC thereunder; all statements of fact contained in any such shares as set forth in 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 Trust's then current prospectuses. The offering price, if statements therein not an exact multiple misleading to a purchaser of one cent, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as from time to time amended, or if such concessions are described in the Trust's then current prospectuses, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.the
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as agent on behalf of the Trust for the distribution of the Shares in accordance with covered by the instructions of the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds Registration Statement under the Securities Act of 1933, as amended, and amended (the "1933 Act"). The Distributor will transmit promptly any orders received by you have no liability for payment for the purchase or redemption of Shares either directly sold pursuant to the Trust's transfer agent for the Fund involved this Agreement or with respect to any qualified broker/dealer for transmittal to said agentredemptions or repurchases of Shares.
(a) You agree 1.2 The Distributor agrees to use your best efforts deemed appropriate by the Distributor to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. YouThe Trust understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Companies") including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that the Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3 The Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders.
1.4 All activities by the Distributor and its employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the printing SEC or 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 Trust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Trust deems it advisable to accept such orders and mailing to make such sales.
1.7 The 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 sales literature. In additionthe Shares for sale in such states as the Distributor may designate.
1.8 The Trust shall furnish from time to time, you will provide one or more personsfor use in connection with the sale of the Shares, during normal business hours, to respond to telephone questions such information with respect to the Trust and the Shares as the Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a Fund's books and accounts prepared by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Funds. It is contemplated , (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 Trust as the Distributor may reasonably request.
1.9 The Trust represents to the Distributor that you will enter into selling agreements all Registration Statements and prospectuses filed by the Trust with qualified broker/dealers and other persons the SEC under the 1933 Act with respect to the offering Shares have been prepared in conformity with the requirements of Shares 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 public, Trust filed with the SEC and any amendments or supplements thereto at any time filed with said Commission. Except as to information included in so doing you will act only on your own behalf as principal.
(b) All Shares the Registration Statement in reliance upon information provided to the Trust by the Distributor or any affiliate of the Funds offered for sale by you shall be offered for sale Distributor, the Trust represents and warrants to the public at a price per share (Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the "offering price") equal to (a) their net asset value (determined in 1933 Act and the manner set forth in the Trust's Declaration of Trust rules and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectuses, (b) a sales charge which shall be the percentage regulations of the offering price SEC; that all statements of fact contained in any such shares as set forth in 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 Trust's then current prospectusesstatements therein not misleading to a purchaser of the Shares. The offering price, if Trust may but shall not an exact multiple of one cent, shall be adjusted obligated to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as propose from time to time amendedsuch amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, or if such concessions are described in the light of future developments, may, in the opinion of the Trust's then current prospectusescounsel, be necessary or advisable. The Trust shall be as so set forthpromptly notify the Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in connection with advance; provided, however, that nothing contained in this Agreement shall in any way limit the offering or sale Trust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of its Shares to whatever character, as the public or otherwiseTrust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 You The Distributor will act as agent for the distribution of the Shares in accordance with the instructions of the Trust's Board of Trustees and covered by the registration statement and prospectuses prospectus then in effect with respect to the Funds under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Fund involved or to any qualified broker/dealer for transmittal to said agent.
(a) You agree 1.2 The Distributor agrees to use your best appropriate efforts to solicit orders for the sale of Shares. Youthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation.
1.3 The Distributor shall, at your its own expense, shall finance appropriate activities which you deem it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition.
1.4 All activities by the Distributor and its agents and employees as distributor of Shares shall comply with all applicable laws, you rules and regulation, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934.
1.5 The Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds. It .
1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to Valiant's transfer agent and custodian.
1.7 Whenever in their judgment such action is contemplated that you warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, Valiant's officers may decline to accept any orders, for, or make any sales of the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.
1.8 The Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with qualified broker/selected dealers or others.
1.9 Valiant agrees at its own expense to execute any and other persons 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.
1.10 Valiant shall furnish from time to time, for use in connection with the sale of the Shares such written information with respect to the offering of Funds and the Shares as the Distributor may reasonably request; and Valiant warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. Valiant shall also furnish the public, and in so doing you will act only on your own behalf as principal.
(b) All Shares of the Funds offered for sale by you shall be offered for sale to the public at a price per share (the "offering price") equal to Distributor upon request with: (a) their net asset value (determined in unaudited semi-annual statements of the manner set forth in the TrustFund's Declaration of Trust books and then current prospectuses) plus, except to those classes of persons set forth in the then current prospectusesaccounts, (b) a sales charge which shall be the percentage quarterly earnings statements of the offering price Funds, (c) a monthly itemized list of such shares as set forth the securities in the Trust's then current prospectuses. The offering priceFunds, if not an exact multiple (d) monthly balance sheets as soon as practicable after the end of one centeach month, shall be adjusted to the nearest cent. Concessions by you to broker/dealers and other persons shall be set forth in either the selling agreements between you and such broker/dealers and other persons, as (e) from time to time amendedsuch additional information regarding the Funds' financial condition as the Distributor may reasonably request.
1.11 Valiant represents to the Distributor that all registration statements and prospectuses filed by Valiant with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus filed with the Securities and Exchange Commission and any amendments and supplements thereto, including statements of additional information incorporated therein by reference, which at any time shall have been filed with the Securities and Exchange Commission. Valiant represents and warrants to the Distributor that any registration statement and prospectus when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the Securities and Exchange Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or if 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. Valiant may, but shall not be obligated to, propose from time to time such concessions are described amendment or amendments to any registration statement and such supplement or supplements to any prospectus, as, in the Trustlight of future developments, may, in the opinion of Valiant's then current prospectusescounsel, be necessary or advisable. Valiant shall be promptly notify the Distributor of any advice given to it by Valiant's counsel regarding the necessity or advisability so to amend or supplement such registration statement or prospectus. Valiant 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 Valiant's right to file at any time such amendments to any registration statement and/or statements to any prospectus, of whatever character, as so set forth. No broker/dealer or other person who enters into a selling agreement with you shall be authorized to act as agent for the Trust Valiant may deem advisable, such right being in connection with the offering or sale of its Shares to the public or otherwiseall respects absolute and unconditional.
Appears in 1 contract
