SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice. 1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Plan. The Company understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Investment Entities"), including Investment Entities having investment objectives similar to those of the Company. The Company further understands that investors and potential investors in the Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.2. 1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor. 1.4 All activities by the Distributor and its employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or the National Association of Securities Dealers, Inc. 1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company. 1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales. 1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund. 1.8 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow the sale of the Shares in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification. 1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with: (a) audited annual statements and unaudited semi-annual statements of a Fund's books and accounts prepared by the Company and (b) from time to time such additional information regarding the financial condition of the Company as the Distributor may reasonably request. 1.10 The Company represents to the Distributor that the Registration Statement 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 term "Registration Statement" shall mean the Registration Statement and any prospectus and any statement of additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor, the Company represents and warrants to the Distributor that the Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Distributor's counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. 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 Statements and/or supplements to any prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Alleghany Funds), Distribution Agreement (Alleghany Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan shareholder services plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Planplan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and NASD regulations or other governing law.
1.3 The Company understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Investment Entities"), including Investment Entities having investment objectives similar to those of the Company. The Company further understands that investors and potential investors in the Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor1.3.
1.4 All activities by the Distributor and its employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or the National Association of Securities Dealers, Inc..
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of such determination.
1.7 The Distributor may enter into selling agreements Company agrees to pay all costs and expenses in connection with selected dealers or other institutions with respect to the offering registration of Shares to under the public. Each such selling agreement will provide (a) that Securities Act of 1933, as amended, and all payments expenses in connection with maintaining facilities for purchases the issue and transfer of Shares will and for supplying information, prices and other data to be sent directly from furnished by the dealer or such other institution to Fund hereunder, and all expenses in connection with the Funds' transfer agent preparation and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement printing of the transaction, the Distributor will have the right Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fundshareholders.
1.8 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow in connection with the sale qualification of the Shares for sale in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a Fund's books and accounts prepared by the Company Company, (b) quarterly earnings statements prepared by the Company, (c) a monthly itemized list of the securities in the Funds, (d) monthly balance sheets as soon as practicable after the end of each month, and (be) from time to time such additional information regarding the financial condition of the Company as the Distributor may reasonably request.
1.10 The Company represents to the Distributor that the all Registration Statement 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 term "Registration Statement" shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that the any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Distributor's counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. 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 Statements and/or supplements to any prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Forward Funds Inc), Distribution Agreement (Forward Funds Inc)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company Trust for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"). The In accordance with its duties as Distributor will have no liability for payment of the Shares under this Agreement, the Distributor has agreed to enter into participation agreements with insurance companies for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases sale of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Plan. The Company Trust understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Investment Entities"), including Investment Entities having investment objectives similar to those of the CompanyTrust. The Company Trust further understands that investors and potential investors in the Company Trust may invest in shares of such other Investment Entities. The Company Trust agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company Trust under this Section 1.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the CompanyTrust's prospectus current prospectuses and statement statements of additional information and such other materials as the Company Trust shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.4 All activities by the Distributor and its employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or the National Association of Securities Dealers, Inc..
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CompanyTrust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Company Trust deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow the sale of the Shares in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a Fund's books and accounts prepared by the Company and (b) from time to time such additional information regarding the financial condition of the Company as the Distributor may reasonably request.
1.10 1.8 The Company Trust represents to the Distributor that the all Registration Statement Statements and prospectuses filed by the Company Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company Trust filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company Trust by the Distributor or any affiliate of the Distributor, the Company Trust represents and warrants to the Distributor that the any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to a purchaser of the Shares. The Distributor Trust may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the DistributorTrust's counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this AgreementAgreement upon written notice to the Trust. The Company Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Bt Insurance Funds Trust /Ma/), Distribution Agreement (Deutsche Asset Management Vit Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company Trust for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended 1933 (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Plan. The Company Trust understands that the Distributor is now, and may in the future be, be the distributor of the shares of several investment companies or series (collectively, the "Investment EntitiesCompanies"), ) including Investment Entities Companies having investment objectives similar to those of the CompanyTrust. The Company Trust further understands that investors and potential investors in the Company Trust may invest in shares of such other Investment EntitiesCompanies. The Company Trust agrees that the Distributor's duties to such Investment Entities Companies shall not be deemed in conflict with its duties to the Company Trust under this Section paragraph 1.2.
1.3 The Distributor shall not utilize any materials shall, at its own expense, finance appropriate agreed upon activities which it deems reasonable which are primarily intended to result in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for the Distributor to file including, but not limited to, compensation of underwriters, dealers and clear such materials with the proper authorities before they are put in use. The Distributor sales personnel and the Company may agree that any such material does not need printing and mailing of prospectuses to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributorother 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 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 CompanyTrust.
1.6 Whenever in its their judgment such action is warranted by unusual market, economic or political conditions, the Company 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 Company deems Distributor or those officers deem it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 The Company Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow in connection with the sale qualification of the Shares for sale in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a Fund's books and accounts prepared by the Company and (b) from time to time such additional information regarding the financial condition of the Company as the Distributor may reasonably request.
1.10 1.9 The Company Trust represents to the Distributor that the all Registration Statement Statements and prospectuses filed by the Company Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company Trust filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SECsaid Commission. Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the Distributor, the Company The Trust represents and warrants to the Distributor that the any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to a purchaser of the Shares. The Distributor Trust may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the DistributorTrust's counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Kobren Insight Funds), Distribution Agreement (Insight Premier Funds)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan shareholder services plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Planplan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms.
1.3 The Company understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Investment Entities"), including Investment Entities having investment objectives similar to those of the Company. The Company further understands that investors and potential investors in the Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor1.3.
1.4 All activities by the Distributor and its employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or the National Association of Securities Dealers, Inc..
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales, and the Company advises the Distributor promptly of such determination.
1.7 The Distributor may enter into selling agreements Company agrees to pay all costs and expenses in connection with selected dealers or other institutions with respect to the offering registration of Shares to under the public. Each such selling agreement will provide (a) that Securities Act of 1933, as amended, and all payments expenses in connection with maintaining facilities for purchases the issue and transfer of Shares will and for supplying information, prices and other data to be sent directly from furnished by the dealer or such other institution to Fund hereunder, and all expenses in connection with the Funds' transfer agent preparation and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement printing of the transaction, the Distributor will have the right Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fundshareholders.
1.8 The Company agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow in connection with the sale qualification of the Shares for sale in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a Fund's books and accounts prepared by the Company Company, (b) quarterly earnings statements prepared by the Company, (c) a monthly itemized list of the securities in the Funds, (d) monthly balance sheets as soon as practicable after the end of each month, and (be) from time to time such additional information regarding the financial condition of the Company as the Distributor may reasonably request.
1.10 The Company represents to the Distributor that the all Registration Statement 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 term "Registration Statement" shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that the any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to a purchaser of the Shares. The Distributor Company may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the DistributorCompany's counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. 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 Statements and/or supplements to any prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company Trust for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "“1933 Act"”). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan shareholder services plan adopted by the CompanyTrust, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company Trust as may be required pursuant to such Planplan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and NASD regulations or other governing law.
1.3 The Company Trust understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "“Investment Entities"”), including Investment Entities having investment objectives similar to those of the CompanyTrust. The Company Trust further understands that investors and potential investors in the Company Trust may invest in shares of such other Investment Entities. The Company Trust agrees that the Distributor's ’s duties to such Investment Entities shall not be deemed in conflict with its duties to the Company Trust under this Section 1.2.
1.3 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor1.3.
1.4 All activities by the Distributor and its employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or the National Association of Securities Dealers, Inc..
1.5 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the CompanyTrust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Company Trust deems it advisable to accept such orders and to make such sales, and the Trust advises the Distributor promptly of such determination.
1.7 The Distributor may enter into selling agreements Trust agrees to pay all costs and expenses in connection with selected dealers or other institutions with respect to the offering registration of Shares to under the public. Each such selling agreement will provide (a) that Securities Act of 1933, as amended, and all payments expenses in connection with maintaining facilities for purchases the issue and transfer of Shares will and for supplying information, prices and other data to be sent directly from furnished by the dealer or such other institution to Fund hereunder, and all expenses in connection with the Funds' transfer agent preparation and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement printing of the transaction, the Distributor will have the right Fund’s prospectuses and statements of additional information for regulatory purposes and for distribution to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fundshareholders.
1.8 The Company Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow in connection with the sale qualification of the Shares for sale in such states as the Distributor may designate. The Company Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Trust shall also furnish the Distributor upon request with:
: (a) audited annual statements and unaudited semi-annual statements of a Fund's ’s books and accounts prepared by the Company Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Funds, (d) monthly balance sheets as soon as practicable after the end of each month, and (be) from time to time such additional information regarding the financial condition of the Company Trust as the Distributor may reasonably request.
1.10 The Company Trust represents to the Distributor that the all Registration Statement Statements and prospectuses filed by the Company Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "“Registration Statement" ” shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company Trust filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company Trust by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Company Trust represents and warrants to the Distributor that the any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Distributor's ’s counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. 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 Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Company's Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan shareholder services plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Planplan. It is contemplated that the Distributor will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms to the extent permitted by SEC and NASD regulations or other governing law.
1.3 The Company understands that the Distributor is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the "Investment Entities"), including Investment Entities having investment objectives similar to those of the Company. The Company further understands that investors and potential investors in the Company may invest in shares of such other Investment Entities. The Company agrees that the Distributor's duties to such Investment Entities shall not be deemed in conflict with its duties to the Company under this Section 1.21.3.
1.3 1.4 The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for the Distributor to file and clear such materials with the proper authorities before they are put in use. The Distributor and the Company may agree that any such material does not need to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributor.
1.4 1.5 All activities by the Distributor and its employees, as distributor of the Shares, shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or the National Association of Securities Dealers, Inc..
1.5 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Company.
1.6 1.7 Whenever in its judgment such action is warranted by unusual market, economic or political conditionsconditions or abnormal circumstances of any kind, the Company may decline to accept any orders for, or make any sales of, the Shares until such time as the Company deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to , and the offering of Shares to the public. Each such selling agreement will provide (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, Company advises the Distributor will have the right to cancel the sale promptly of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Funddetermination.
1.8 The Company agrees to pay all reasonable costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all reasonable expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all reasonable expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders.
1.9 The 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 to allow in connection with the sale qualification of the Shares for sale in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 1.10 The Company shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company and the Shares as the Distributor Company may reasonably request; and the Company warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a Fund's books and accounts prepared by the Company and Company, (b) from time to time such additional information regarding quarterly earnings statements prepared by the financial condition Company, (c) a monthly itemized list of the Company securities in the Funds, and (d) monthly balance sheets as soon as practicable after the Distributor may reasonably requestend of each month.
1.10 1.11 The Company represents to the Distributor that the all Registration Statement 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 term "Registration Statement" shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company by the Distributor or any affiliate of the DistributorDistributor expressly for use in the Registration Statement, the Company represents and warrants to the Distributor that the any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Distributor's counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company of a reasonable written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company shall not file any amendment to any Registration Statement or supplement to any prospectus 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 Statements and/or supplements to any prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company Trust for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Plan. The Company Trust understands that the Distributor is now, and may in the future be, serves as the distributor of the shares of several other investment companies or and series 2 thereof (collectively, the "Investment EntitiesCompanies"), including Investment Entities Companies having investment objectives similar to those of the CompanyTrust. The Company Trust further understands that investors and potential investors in the Company Trust may invest in shares of such other Investment EntitiesCompanies. The Company Trust agrees that the Distributor's duties to such Investment Entities Companies shall not be deemed in conflict with its duties to the Company Trust under this Section paragraph 1.2.
1.3 The Distributor shall not utilize any materials shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for including, but not limited to, the Distributor payment of compensation to file brokers, dealers and clear such materials with other financial institutions which make shares available to their customers (collectively, "Dealers"), the proper authorities before they are put in use. The Distributor payment of compensation to sales personnel of the Distributor, and the Company may agree that any such material does not need printing and mailing of prospectuses to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributorother 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 or and 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 CompanyTrust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Company Trust deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 The Company Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow in connection with the sale qualification of the Shares for sale in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a each Fund's books and accounts prepared by the Company Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly 3 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 (be) from time to time such additional information regarding the financial condition of the Company Trust and the Funds as the Distributor may reasonably request.
1.10 1.9 The Company Trust represents to the Distributor that the all Registration Statement Statements and prospectuses filed by the Company Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company Trust filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company Trust by the Distributor or any affiliate of the Distributor, the Company Trust represents and warrants to the Distributor that the that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SECSEC thereunder; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to a purchaser of the Shares. The Distributor Trust may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the DistributorTrust's counsel, be necessary or advisable. The Distributor Trust shall promptly notify the Company Distributor of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Company Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Company Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement. The Company Trust shall not file any amendment to any Registration Statement or supplement to any prospectus without giving the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the CompanyTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any prospectus, of whatever character, as the Company Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Cadre Institutional Investors Trust)
SERVICE AS DISTRIBUTOR. 1.1 The Distributor will act on behalf of the Company Trust for the distribution of the Shares covered by the Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"). The Distributor will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The Company can withdraw the offering of Shares at any time and without prior notice.
1.2 The Distributor agrees to use such efforts as is deemed appropriate by the Distributor to solicit orders for the sale of the Shares and will to undertake such advertising and promotion and other activities as it believes reasonable in connection with such solicitation; provided, however, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now or hereafter adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plans"). To the extent that the Distributor receives distribution and/or shareholder services fees under any Plan adopted by the Company, the Distributor agrees to furnish, and/or enter into arrangements with others for the furnishing of, marketing, sales, personal and/or account maintenance services with respect to the relevant shareholders of the Company as may be required pursuant to such Plan. The Company Trust understands that the Distributor is now, and may in the future be, serves as the distributor of the shares of several other investment companies or and series thereof (collectively, the "Investment EntitiesCompanies"), including Investment Entities Companies having investment objectives similar to those of the CompanyTrust. The Company Trust further understands that investors and potential investors in the Company Trust may invest in shares of such other Investment EntitiesCompanies. The Company Trust agrees that the Distributor's duties to such Investment Entities Companies shall not be deemed in conflict with its duties to the Company Trust under this Section paragraph 1.2.
1.3 The Distributor shall not utilize any materials shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in connection with the sale or offering of Shares except the Company's prospectus and statement of additional information and such other materials as the Company shall provide or approve. The Company agrees to furnish the Distributor with sufficient copies of any and all: agreements, plans, communications with the public or other material with the Company intends to use in connection with any sales of Shares, in adequate time for including, but not limited to, the Distributor payment of compensation to file brokers, dealers and clear such materials with other financial institutions which make shares available to their customers (collectively, "Dealers"), the proper authorities before they are put in use. The Distributor payment 2 of compensation to sales personnel of the Distributor, and the Company may agree that any such material does not need printing and mailing of prospectuses to be filed subsequent to distribution. In addition, the Company agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities as well as by the Distributorother 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 or and 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 CompanyTrust.
1.6 Whenever in its judgment such action is warranted by unusual market, economic or political conditions, the Company Trust may decline to accept any orders for, or make any sales of, the Shares until such time as the Company Trust deems it advisable to accept such orders and to make such sales.
1.7 The Distributor may enter into selling agreements with selected dealers or other institutions with respect to the offering of Shares to the public. Each such selling agreement will provide (a) that all payments for purchases of Shares will be sent directly from the dealer or such other institution to the Funds' transfer agent and (b) that, if payment is not made with respect to purchases of Shares at the customary or required time for settlement of the transaction, the Distributor will have the right to cancel the sale of the Shares ordered by the dealer or such other institution, in which case the dealer or such other institution will be responsible for any loss suffered by any Fund or the Distributor resulting from such cancellation. The Distributor may also act as disclosed agent for a Fund and sell Shares of that Fund to individual investors, such transactions to be specifically approved by an officer of that Fund.
1.8 The Company Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary to allow in connection with the sale qualification of the Shares for sale in such states as the Distributor may designate. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to the information contained in the previous notification.
1.9 1.8 The Company Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Company Trust and the Shares as the Distributor may reasonably request; and the Company Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company Trust shall also furnish the Distributor upon request with:
(a) audited annual statements and unaudited semi-annual statements of a each Fund's books and accounts prepared by the Company 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 (be) from time to time such additional information regarding the financial condition of the Company Trust and the Funds as the Distributor may reasonably request.
1.10 1.9 The Company Trust represents to the Distributor that the all Registration Statement Statements and prospectuses filed by the Company Trust with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 said Act and the rules and regulations of the SEC thereunder. As used in this Agreement, the term "Registration Statement" shall mean the any Registration Statement and any prospectus and any statement of additional information relating to the Company Trust filed with the SEC as in effect from time to time and any amendments or supplements thereto at any time filed with the SEC. Except as to information included in the Registration Statement in reliance upon information provided to the Company Trust by the Distributor or any affiliate of the Distributor, the Company Trust represents and warrants to the Distributor that the that: any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SECSEC thereunder; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Distributor's counsel, be necessary or advisable. The Distributor shall promptly notify the Company of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. 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 Statements and/or supplements to any prospectus, of whatever character, as the Company may deem advisable, such right being in all respects absolute and unconditional.a
Appears in 1 contract
Samples: Distribution Agreement (Cadre Institutional Investors Trust)
