Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act. B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units. C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination. D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials. E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings. F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement. G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board. H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units. I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board. J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care. K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 4 contracts
Samples: Distribution Agreement (Arden Sage Triton Fund LLC), Distribution Agreement (Arden Sage Multi-Strategy Fund, L.L.C.), Distribution Agreement (Arden Sage Multi-Strategy TEI Institutional Fund, L.L.C.)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, for the purchase of Shares of the Funds and will promptly forward all orders to the Client, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions theretoFundSERV or Networking transactions. The Client acknowledges that Foreside, as the Distributor of the Client, will be authorized to offer and redeem shares on behalf of the Client and that the Client will honor any instruction that Foreside enters into Fund, the Adviser or the Administrator, in /SERV on its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitsbehalf.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor Foreside has received a corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the each FundClient’s Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 4 contracts
Samples: Distribution Agreement (Northern Lights Fund Trust), Distribution Agreement (Nomura Partners Funds, Inc.), Distribution Agreement (Nomura Partners Funds, Inc.)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including summary prospectus and the statement of additional information, as may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act. In performing its duties under this Agreement, the Distributor will comply with all requirements of the Client’s Registration Statement as applicable, acknowledging its limited purpose broker-dealer role with respect to the Funds as contemplated in this Agreement.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall timely file with appropriate regulators FINRA those advertising marketing materials and sales literature it reasonably believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested marketing materials promptly upon receipt by the Distributor to the extent required by FINRA or necessary to complete the filingsDistributor.
F. The Funds agree to repurchase Units tendered by shareholders At the request of the Funds in accordance with Client, the Funds’ obligations in Distributor shall enter into the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C. Such form, including without limitation, material changes to the form included in Exhibit B form, and any compensation proposed to be paid pursuant to a dealer agreement shall be approved by the Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution duly adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been Plan was approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds in accordance with this Agreement but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each for, and deliver such reports to, the Board regarding its activities under this Agreement at least quarterly and more frequently as from time to time shall may be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 3 contracts
Samples: Distribution Agreement (JOHCM Funds Trust), Distribution Agreement (JOHCM Funds Trust), Distribution Agreement (JOHCM Funds Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for distribution of its Unitsthe Units of the Fund, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusUnits. All orders for Units shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Units to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable FINRA laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and the Registration Statement. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor form of any dealer agreement shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAbe approved by the Fund. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding an authorized payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsFund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 3 contracts
Samples: Distribution Agreement (BlueBay Destra International Event-Driven Credit Fund), Distribution Agreement (Destra Multi-Alternative Fund), Distribution Agreement (Destra International & Event-Driven Credit Fund)
Services and Duties of the Distributor. A. (a) The Trust shall sell Shares through the Distributor agrees to act as agent of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and set forth in this Agreement. The Trust may also sell Shares directly, without the use of the Distributor, in accordance with applicable law, including, but not limited to: (a) Shares issued or sold in connection with the merger or consolidation of any other investment company with a Fund or the acquisition by purchase or otherwise of all or substantially all the assets of any investment company or substantially all the outstanding shares of any such company by a Fund; (b) Shares which may be offered by a Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of a Fund; (c) Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the applicable Fund’s Prospectus. All orders for Units , or (d) the sale of Shares to any person in a transaction which is exempt from registration under the 1000 Xxx.
(b) The distribution of the Shares to the public shall be made effected by the Distributor through Financial Intermediaries (as defined below) or directly various financial institutions that are permitted by law to offer and sell the Shares to the public (“Eligible Financial Institutions”) pursuant to agreements that provide that any Eligible Financial Institution shall indemnify and hold harmless the Funds so that in no event shall the Funds have any responsibility or liability to any person whatsoever on account of the acts and statements of any Eligible Financial Institution not contained in the Prospectus or sales literature or advertising material approved by the Fund. The Distributor shall have the right to select the Eligible Financial Institutions to whom the Shares will be offered by it, subject to the express provisions of this Agreement, applicable Fundsecurities laws and regulations, the Trust’s Agreement and Declaration of Trust and Bylaws and the Prospectus.
(c) During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of the Shares and will promptly forward all orders to the Trust or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. (d) The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved by the Trust.
(e) The Distributor may prepare and distribute sales literature and other materials related to the Funds as it may deem appropriate, provided that such literature and materials have been prepared in writing accordance with applicable laws and regulations and approved by such Fundthe Trust prior to use. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered conduct reviews of sales literature and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationother materials, the Distributor shall notify all Financial Intermediaries of such suspension or terminationand submit required filings with FINRA.
D. (f) The Distributor agrees to review all proposed advertising materials and sales literature for compliance use commercially reasonable efforts in connection with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering distribution of the UnitsShares, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (g) The Distributor shall prepare reports for each the Board of Trustees of the Trust (the “Board”) regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”h) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 3 contracts
Samples: Distribution Agreement (GPS Funds II), Distribution Agreement (GPS Funds I), Distribution Agreement (Savos Investments Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund for distribution offers and making distributions of its UnitsShares, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s 's Prospectus. As used in this Agreement, the term “"Prospectus” " with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “"Registration Statement”") of such Fund under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act0000 Xxx.
B. The Distributor agrees to effect the sale of Shares of a Fund in the manner set forth in the Prospectus. The Distributor shall use reasonable best efforts to distribute the Units Shares of each Fund upon the terms and conditions contained herein and in the applicable Fund’s 's Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund, in its discretion, may refuse to accept any order for the purchase of Shares tendered to it. The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt by the Fund or its designated agent of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitsnetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s 's Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. .
E. The Distributor shall require that devote its best efforts to effect sales of Shares of the Financial Intermediaries acknowledge that Units will Funds but shall not be offered and sold only as set forth in the Prospectus. obligated to sell any certain number of Shares.
F. Each Fund may reserves the right to suspend or terminate the offering of its Units Shares at any time. Upon time in its absolute discretion, and upon notice to the Distributor of the terms by a Fund of such suspension or terminationsuspension, the Distributor shall notify all Financial Intermediaries cease to offer Shares of such suspension or terminationFund.
D. G. The Distributor agrees shall review for compliance with applicable laws and regulations, and provide to each Fund a summary of its review within three business days of receipt, all proposed advertising materials and sales literature for compliance with applicable laws such Fund, and regulations, and, as applicable, shall file with appropriate regulators those such advertising materials and sales literature it believes are in compliance with such laws and regulationsappropriate regulators, as required. The Distributor agrees to furnish to the Funds appropriate Fund any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. H. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAFunds. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by or the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsAdviser.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“"Subcontracts”") with qualified third parties to carry out some or all of the Distributor’s obligations 's services and duties under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheldapplicable Fund; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
M. In performing its services under this Agreement, the Distributor shall conform in all respects with the requirements of all federal and state laws relating to the offer and sale of the Shares.
Appears in 3 contracts
Samples: Distribution Agreement (Gottex Multi-Alternatives Fund - I), Distribution Agreement (Gottex Multi-Asset Endowment Fund - II), Distribution Agreement (Gottex Multi-Asset Endowment Fund - I)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon subject to the terms of and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise .
C. The Distributor or an affiliate of the Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV and, as mutually agreed by the parties heretoparties, Arden Asset Management LLCenable the Funds and their agents to have and maintain access to the FundSERV system, the Funds’ investment adviser (the “Adviser”)participate in Networking transactions and have access to any related transaction, account or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), other information associated with FundSERV and Networking transactions. The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved for use by the Distributor in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those Client’s advertising materials and sales literature it believes are in compliance with such laws and regulationsliterature. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements agreements, including Non-Standard Dealer Agreements (collectively, “Dealer Agreements”), with such qualified broker-dealers and other financial intermediaries as it the Distributor or the Client, as applicable, may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the The Distributor has received a corresponding payment from the applicable Fund or its designee, including in respect of a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the each FundClient’s Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases (or such other period specified by the Client in writing).
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction other than the United States and in any state where such registration may be required to perform the services required of the Distributor hereunder.
M. With respect to Distributor’s obligations under this Agreement and any Dealer Agreement, Distributor shall exercise due care and diligence in the performance of its duties and act in good faith, and shall use at least commercially reasonable and good faith efforts to comply with the terms of those agreements and to maintain the truth and accuracy of any representation or warranty made by Distributor therein.
Appears in 3 contracts
Samples: Distribution Agreement (PNC Advantage Funds), Distribution Agreement (PNC Funds), Distribution Agreement (PNC Funds)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each the Fund for distribution of its Unitsthe Shares of the Fund, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and the Registration Statement. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), ) in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer Shares of the Fund. The Distributor form of any dealer agreement shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAbe approved by the Fund. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds Fund but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, but no less frequently than quarterly.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsFund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the The Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered, provided that the Distributor shall register, or maintain an existing registration, as a broker or dealer under the blue sky laws of any jurisdiction where such registration is required to offer and sell the Shares of the Fund.
M. The Distributor will maintain such records as may be reasonably required for the Fund or its transfer agent to respond to shareholder requests or complaints, and to permit the Fund to maintain proper accounting records, and the Distributor will make such records available to the Fund and its transfer agent upon request.
Appears in 3 contracts
Samples: Distribution Services Agreement (504 Fund), Distribution Services Agreement (Pennant 504 Fund), Distribution Agreement (Pennant 504 Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each the Fund for distribution of its Unitsthe Shares of the Fund, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectusprospectus (if multiple current prospectuses exist for separate classes of Shares (each a “Class”, collectively “Classes”)), including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated formShares. Unless otherwise agreed by The Fund shall have the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), right to accept or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed reject any subscription in accordance with the instructions theretoterms of its governing documents and its Prospectus. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return Fund shall give notice of such determination to the applicable Financial Intermediary any Investor Certificate that is not completed individual subscriber or financial intermediary as appropriate. No interest will be paid to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitssubscribers on rejected subscriptions.
C. The Distributor shall maintain membership with the DTCC and any other similar successor organization to sponsor an AIP number for the Fund.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such the Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature marketing material for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising marketing materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. The Distributor agrees F. Subject, to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds applicable law and the Adviser fully cooperate with Distributor and provide all information as requested by the Distributor to Fund, the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements (“Sub-Distribution Agent Agreements”) with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer Shares of the Fund. The Distributor form of any dealer agreement shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAbe approved by the Fund. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund in accordance with the plan of distribution adopted in compliance with Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the each Fund’s Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. G. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds Fund but shall not be obligated to sell any certain number of UnitsShares.
I. H. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of payments received by the Distributor pursuant to a Plan, if any.
J. I. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsFund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. J. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 3 contracts
Samples: Distribution Agreement (Partners Group Private Equity (Master Fund), LLC), Distribution Agreement (Partners Group Private Equity (Master Fund), LLC), Distribution Agreement (Partners Group Private Income Opportunities, LLC)
Services and Duties of the Distributor. A. The 2.1 Distributor agrees to will act as agent of each Fund for the distribution of its Units, upon Shares in accordance with the terms instructions of the Trust's Board of Trustees and at the current offering price (plus sales charge, if any) described registration statement and prospectuses then in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” effect with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund Funds under the Securities Act of 1933 1933, as amended (the “"1933 Act”"). The Distributor, in connection with its duties hereunder, shall (i) register and maintain in full force and effect the licenses of its agents and representatives under all applicable laws, rules and regulations, (ii) review all advertising and sales material of the Trust to ensure that such materials comply with all applicable rules and regulations made or adopted pursuant to the Act, by the Securities and Exchange Commission (the "Commission") and the 1940 ActNASD, and (iii) file with the NASD and the Commission where required on a timely basis all advertising and sales materials of the Trust which have been approved by the Distributor. The Trust represents that it will not use any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
B. The Distributor shall use reasonable best efforts 2.2 Subject to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationSection 4, Distributor may finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the Distributor shall notify all Financial Intermediaries printing and mailing of such suspension or termination.
D. The Distributor agrees prospectuses to review all proposed advertising materials other than current shareholders, and the printing and mailing of sales literature for compliance which has been approved by the Trust prior to its use. Distributor may enter into servicing and/or selling agreements with applicable laws qualified broker/dealers and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk other persons with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor Shares to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretionpublic, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries if it so chooses Distributor will act only on its own behalf as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”)principal. The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares of any Fund.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all 2.3 All Shares of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected Funds offered for sale by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free offered for sale to furnish similar services the public at a price per unit (the "offering price") equal to others so long as its services under this Agreement are not impaired therebytheir net asset value (determined in the manner set forth in the Funds' then current prospectus).
L. Notwithstanding anything herein 2.4 Distributor shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the contraryAct, by the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionCommission and the NASD.
Appears in 3 contracts
Samples: Distribution Agreement (Green Century Funds), Distribution Agreement (Green Century Funds), Distribution Agreement (Green Century Funds)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C hereto and shall be approved by the form included in Exhibit B Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”), if any, and (ii) such corresponding payment Plan has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 2 contracts
Samples: Distribution Agreement (Fmi Funds Inc), Distribution Services Agreement (Leuthold Funds Inc)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and/or selling agreement shall in a form similar to that attached at Exhibit C and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor shall promptly advise the Client in writing of any material action, correspondence, or other communication by (i) the Securities and Exchange Commission (“SEC”) or its staff, or (ii) FINRA or its staff, to the Distributor relating to the Funds.
N. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 2 contracts
Samples: Distribution Agreement (Wilshire Mutual Funds Inc), Distribution Agreement (Wilshire Variable Insurance Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, for the purchase of Shares of the Funds and will promptly forward all orders to the Client, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions theretoFundSERV or Networking transactions. The Client acknowledges that the Distributor will be authorized to offer and redeem shares on behalf of the Client and that the Client will honor any instruction that Distributor enters into Fund, the Adviser or the Administrator, in /SERV on its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitsbehalf.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless there is an agreement in place and, with respect to 12b-1 fees, unless (i) the Distributor has received a corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the each FundClient’s Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 2 contracts
Samples: Distribution Agreement (Allstate Financial Investment Trust), Distribution Agreement (Allstate Financial Investment Trust)
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell Shares of the Funds on a best efforts basis as agent for the Company during the term of each Fund for distribution of its Unitsthis Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund the Funds and included in the currently effective registration statement(s) statement or post-effective amendment(s) amendment thereto (the “"Registration Statement”") of such Fund the Company under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act0000 Xxx.
B. The (b) During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares of the Funds and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesCompany. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders .
(c) The Distributor, with the operational assistance of the Company's transfer agent, shall make Shares available for sale and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue redemption through the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCNational Securities Clearing Corporation's Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the Funds’ investment adviser (Distributor agrees to act in conformity with the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance Company's Declaration of Company and By-Laws and with the instructions thereto. The Fundof the Board and to comply with the requirements of the 1933 Act, the Adviser 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction state laws and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. regulations. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. the Company and the Distributor.
(e) The Distributor shall require that agrees to cooperate with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth Company in the Prospectus. Each Fund may suspend or terminate the offering development of its Units at any time. Upon notice all proposed advertisements and sales literature relating to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. Funds. The Distributor agrees to review all proposed advertising materials advertisements and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Company any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
E. (f) The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to at its sole discretion may repurchase Units tendered Shares offered for sale by shareholders of the Funds Funds. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the current Prospectus. At the end of each business day, the Distributor shall notify, by any appropriate means, the Company and its transfer agent of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares, and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Company reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Company to receive and transmit promptly to the Company's transfer agent shareholder requests for redemption of Shares.
G. (g) The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in mutually agreed upon and approved by the form included in Exhibit B (Company and the “Standard Dealer Agreement”)Distributor. The Distributor may only enter into an agreement pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fundbroker-dealer. The Distributor shall distribute Units only to such Financial Intermediaries as are members include in good standing the forms of agreement with FINRA. The Distributor shall not be obligated to make any payments to any selling broker-dealersdealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, other financial intermediaries repurchased or other third parties, unless (i) tendered for redemption within seven business days after the Distributor has received a corresponding payment from the applicable Fund and (ii) date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. (h) The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (i) The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including the regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”j) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein . The Company recognizes that from time to the contrary, time officers and employees of the Distributor shall not be required to register may serve as a broker directors, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or dealer in any specific jurisdictionits affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.
Appears in 2 contracts
Samples: Distribution Agreement (Aha Investment Funds Inc), Distribution Agreement (Aha Investment Funds Inc)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each current currently effective prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “"Registration Statement”") of such Fund the Client under the Securities Act of 1933 (the “1933 the"1933 Act”") and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, for the purchase of Shares of the Funds and will promptly forward all orders to the Client, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions theretoFundSERV or Networking transactions. The Client acknowledges that Foreside, as the Distributor of the Client, will be authorized to offer and redeem shares on behalf of the Client and that the Client will honor any instruction that Foreside enters into Fund, the Adviser or the Administrator, in /SERV on its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitsbehalf.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature material for compliance with applicable laws and regulations, and, as if applicable, shall file such sales material with the appropriate regulators those advertising materials regulators. For most sales material, the Distributor agrees to complete its review within three business days after receipt from Client, however, for pieces of greater complexity and sales literature it believes are in compliance with such laws and regulationslength, the Distributor may take up to five business days to complete its review. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client's obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor Foreside has received a corresponding payment either from the Adviser, or from the applicable Fund under a plan of distribution adopted pursuant to Rule 12b-l under the 1940 Act ("Plan"); and (ii) such corresponding payment has been is pursuant to an arrangement approved by the each Fund’s Client's Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-l payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“"Subcontracts”") with qualified third parties to carry out some or all of the Distributor’s 's obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. The Distributor has disclosed in writing to Client a list of jurisdictions in which Distributor is registered as of the date of this Agreement. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction or to maintain its registration in any jurisdiction in which it is now registered; provided, however, that the Distributor shall notify the Client in advance of terminating and/or not renewing its registration or qualification as a broker or dealer in any such jurisdiction.
Appears in 2 contracts
Samples: Distribution Agreement (360 Funds), Distribution Agreement (360 Funds)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and/or selling agreement shall in a form similar to that attached at Exhibit C and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 2 contracts
Samples: Distribution Agreement (Pax World Funds Series Trust Iii), Distribution Agreement (Pax World Funds Series Trust I)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including summary prospectus and the statement of additional information, as may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act. In performing its duties under this Agreement, the Distributor will comply with all requirements of the Client’s Registration Statement as applicable, acknowledging its limited purpose broker-dealer role with respect to the Funds as contemplated in this Agreement.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable its best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall timely file with appropriate regulators FINRA those advertising marketing materials and sales literature it reasonably believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested marketing materials promptly upon receipt by the Distributor to the extent required by FINRA or necessary to complete the filingsDistributor.
F. The Funds agree to repurchase Units tendered by shareholders At the request of the Funds in accordance with Client, the Funds’ obligations in Distributor shall enter into the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been Plan was approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement at least quarterly and more frequently as from time to time shall may be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein to by reference, and no implied covenants or obligations shall be read into this Agreement against the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionDistributor.
Appears in 2 contracts
Samples: Distribution Agreement (Aristotle Funds Series Trust), Distribution Agreement (Aristotle Funds Series Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by The Client acknowledges and agrees that the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with with, and agrees to provide comments to cause such proposed advertising and sales literature to comply with, applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, . The Distributor shall file with appropriate regulators FINRA those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The At the request of the Client, the Distributor shall enter into the Standard Dealer Agreement, and may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
H. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding an authorized payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each FundClient’s Board.
H. I. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. J. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. K. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. L. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contraryM. Except as expressly provided herein, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
N. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 2 contracts
Samples: Distribution Agreement (Merger Fund), Distribution Agreement (Westchester Capital Funds)
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for each Fund, from time to time during the term of each Fund for distribution of its Unitsthis Agreement, the Shares (whether unissued or treasury shares, in the Fund’s sole discretion) upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectuseach Funds’ prospectus or prospectuses. As used in this Agreement, the term “Prospectus” with shall mean, in respect to a Fund shall mean of each Fund, each current prospectusprospectus of such Fund, including the statement of additional information, as amended or supplemented, relating to such Fund Fund, and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund filed with the Securities and Exchange Commission on Form N-2 under the Securities 1933 Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units (b) Upon commencement of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly operations, the Distributor will hold itself available to receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of the Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Fund as of the time of receipt of such orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesFund’s transfer and dividend disbursing agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time times and in the manner set forth in the Prospectus.
(c) The Distributor in its discretion may purchase from each Fund as principal and may sell Shares to such registered and qualified retail dealers as it may select. A In making agreements with such dealers, the Distributor shall act only as principal and not as agent for the Fund.
(d) The offering price of the Shares shall be the price per share (the “Offering Price”) specified and determined as provided in the Prospectus. The Fund or its designated agent will confirm orders and subscriptions upon receiptshall furnish the Distributor, will make appropriate book entries andwith all possible promptness, upon receipt an advice of payment therefor, will issue the appropriate each computation of net asset value.
(e) The Distributor shall not be obligated to sell any certain number of Units Shares and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby.
(f) The Distributor is authorized on behalf of the Fund to purchase Shares presented to it by dealers at the price determined in uncertificated formaccordance with, and in the manner set forth in, the Prospectus.
(g) The Distributor will not make offers or sales of Shares except in the manner set forth in the Registration Statement. The Distributor agrees to comply with the following provisions in connection with the offer and sale of Shares. In this regard, the Distributor agrees that:
(i) No offer or sale of Shares will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Shares have not been registered or qualified for offer and sale under applicable state securities laws unless Shares are exempt from the registration or qualification requirements of such laws.
(ii) Sales of Shares will be made only to investors who are “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the 1933 Act, and who meet such other eligibility requirements as may be imposed by each Fund and set forth in the Registration Statement from time to time. Unless otherwise agreed by the parties heretoparties, Arden Asset New York Life Investment Management LLC, the Funds’ investment adviser manager (the “AdviserManager”), or SEI Investments Global Funds Services, the Funds’ administrator administrator, if any (the “Administrator”), shall be responsible for reviewing each Investor Certificate subscription agreement, if required, to confirm that it has been completed in accordance with the instructions thereto. The Fund; provided, however, that the Adviser or Manager, the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction Distributor and the Funds shall be under each may rely on the information provided to it by Financial Intermediaries concerning their customers and will have no obligation to accept any Investor Certificate or any order for verify the purchase accuracy of Units.
C. The Distributor acknowledges and agrees such information nor an obligation to ensure that neither it, nor any other person acting on behalf of the Distributor, such information is authorized to provide any information or make any representations regarding received in a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fundtimely manner. The Distributor shall further agrees to require that the in all selling agreements with Financial Intermediaries acknowledge that Units enter into selling agreements with the Distributor that such Financial Intermediaries will be offered and sold only as not to make any such offers or sales except: (i) in the manner set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Boardin compliance with this Section 2 (g).
H. (h) The Distributor shall devote may appoint Financial Intermediaries to provide personal investor services and account maintenance services (“Investor Services”) to investors that are customers of such Financial Intermediaries and to assist the Financial Intermediaries in the provision of such services and to provide such services to investors that are its best efforts to effect sales of Units of the Funds customers. Investors Services, may include, but shall not be obligated limited to:(i) handling inquiries from investors regarding a Fund, including but not limited to sell any certain number questions concerning their investments in the Fund, repurchase offers and reports and tax information provided by the Fund;
(ii) assisting in the enhancement of Units.communications between investors and a Fund;
I. The Distributor shall prepare (iii) assisting in the establishment and maintenance of investors' accounts with a Fund and maintaining related records;
(iv) receiving, aggregating and processing purchase and repurchase transactions;
(v) providing and keeping retirement plan records, if applicable;
(vi) issuing reports and transaction statements to investors;
(vii) providing sub-accounting services for each Board regarding its activities under this Agreement Shares held beneficially;
(viii) forwarding Fund reports and other information to investors;
(ix) receiving, tabulating and transmitting proxies;
(x) general account administration activities; and
(xi) providing such other information and Investor Services as from time to time shall may be reasonably requested by such Boardrequested.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 2 contracts
Samples: Distribution Agreement (Private Advisors Alternative Strategies Master Fund), Distribution Agreement (Private Advisors Alternative Strategies Fund)
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell the Shares, as agent for the Fund, from time to time during the term of each Fund for distribution of its Units, this Agreement upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus's Prospectuses. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each current prospectus, including the statement prospectuses and statements of additional informationinformation of the Fund included as part of the Fund’s Registration Statement, as such prospectuses and statements of additional information may be amended or supplementedsupplemented from time to time, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “term "Registration Statement”) of such " shall mean the Registration Statements most recently filed from time to time by the Fund under with the Securities Act of 1933 (the “1933 Act”) and Exchange Commission and effective under the 1940 Act.
B. , as such Registration Statements are amended by any amendments thereto at the time in effect. The Distributor shall use reasonable best efforts not be obligated to distribute sell any certain number of Shares.
(b) Upon commencement of the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly operations, the Distributor will hold itself available to receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of the Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders and directed will transmit such orders and Fund received by it in payment for such Shares as are so accepted to the Fund by the Financial IntermediariesFund’ transfer agent or custodian, as appropriate, as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that not make any short sales of Shares.
(c) The offering price of the Financial Intermediaries acknowledge that Units will Shares shall be offered and sold only the net asset value per share of the Shares (as defined in the Operating Agreement of the Funds), plus the sales charge, if any, (determined as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor Funds shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of furnish the Distributor’s obligations under this Agreement, with the prior written consent all possible promptness, an advice of the Funds, such consent not to be unreasonably withheld; provided that execution each computation of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable carenet asset value and offering price.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 2 contracts
Samples: Distribution Agreement (Rochdale High Yield Advances Fund LLC), Distribution Agreement (Rochdale Alternative Total Return Fund LLC)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon Shares to shareholders that have engaged a third-party investment adviser approved in writing by the terms and conditions contained herein and in Client or the applicable Fund’s Prospectusinvestment adviser to the Client (LWI Financial Inc. or “Adviser”). All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient or upon Client’s written approval, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)intermediaries, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the The Distributor has received a corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the each FundClient’s Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including but not limited to reports regarding the use of 12b-1 payments received by the Distributor, if any. The Distributor also agrees to make its personnel reasonably available either telephonically or in-person to present to and answer questions from the Board, including but not limited to in conjunction with any meeting during which the Board is tasked with approving or renewing this Agreement in conformity with Section 15 of the 1940 Act.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the The Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered. Notwithstanding the foregoing, the Distributor shall continue to maintain its applicable state and territory registration in the United States as a broker-dealer.
Appears in 2 contracts
Samples: Distribution Agreement (Sa Funds Investment Trust), Distribution Agreement (Sa Funds Investment Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. [Reserved]
D. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. E. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. F. [Reserved]
G. The Distributor agrees to (i) review and approve as principal all proposed advertising sales and marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations, or as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder, or other applicable rules or regulation, or as otherwise reasonably requested by the Client; and (ii) make available, use and maintain the Distributor’s proprietary internet-based marketing/advertising web portal (or such other/additional web portal made available by the Distributor) (“Web Portal”). The parties anticipate that the uploading of marketing and advertising materials by Client officers or the Funds’ investment adviser, the review, comment and sign-off by Distributor, posting of FINRA comment and response letters and all other activities associated with the foregoing will generally occur through the Web Portal. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.H. [Reserved]
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at I. At the request of the FundsClient, the Distributor shall enter into the Standard Dealer Agreement (as defined below), and may, subject to Section 10 herein, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and/or selling agreement shall in a form similar to that attached at Exhibit B and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Board (the “Standard Dealer Agreement”).
J. The parties acknowledge that no Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (“Plan”). The Distributor may only enter into an agreement with a Financial Intermediary Accordingly, the Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Boardwhether for distribution services or otherwise.
H. K. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. L. The Distributor agrees to make available, at the Client’s request, one or more members of its staff (including senior staff members) to attend meetings of the Board in order to provide information with regard to the ongoing distribution process and for such other purposes as may be requested by the Board including, without limitation, annual Section 15(c) responses, a quarterly Distributor update report and such other reporting materials as may be requested by the Board or the investment adviser for periodic review.
M. [Reserved]
N. The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Client and the investment adviser of such event.
O. As applicable to the Distributor in its role as principal underwriter for the Client and in accordance with applicable laws: (i) the Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act unless any such records are earlier surrendered as provided below; (ii) the Distributor agrees that all records which it maintains for the Client shall at all times remain the property of the Client, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; (iii) records may be surrendered in either written or machine-readable form, at the option of the Client; (iv) upon the reasonable request of the Client, copies of any such books and records shall be provided by the Distributor; (v) the Distributor shall assist the Client and its agents or, upon approval of the Client, any regulatory or self-regulatory body, in any requested review of the Client’s books and records, and reports by the Distributor, its independent accountants or other independent reviewer concerning its accounting system and internal auditor controls will be open to such entities for audit or inspection upon reasonable request.
P. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Client’s Chief Compliance Officer or Board.
Q. The Distributor shall provide certifications to the Client upon reasonable request in order to assist the Client in complying with certain rules.
R. The Distributor shall take reasonable steps to minimize service interruptions in the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Distributor’s control. The Distributor shall maintain in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Client and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Distributor shall discuss with the Client any business continuity/disaster recovery plan of the Distributor and/or provide presentations regarding such plan.
S. The Distributor shall at all times act in good faith and agrees to exercise the care and expertise of a leading provider of distribution services in carrying out the provisions of this Agreement and use all reasonable efforts (or such higher standard set forth herein) in performing the services under this Agreement.
T. The Distributor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Client from time to time, have no authority to act or represent the Client in any way or otherwise be deemed an agent of the Client.
U. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. V. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. W. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. X. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Y. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 2 contracts
Samples: Distribution Agreement (WisdomTree Digital Trust), Distribution Agreement (WisdomTree Digital Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including summary prospectus and the statement of additional information, as each may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act. In performing its duties under this Agreement, the Distributor will comply with all requirements of the Client’s Registration Statement as applicable, acknowledging its limited purpose broker-dealer role with respect to the Funds as contemplated in this Agreement.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall timely file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested marketing materials promptly upon receipt by the Distributor to the extent required by FINRA or necessary to complete the filingsDistributor.
F. The Funds agree to repurchase Units tendered by shareholders At the request of the Funds in accordance with Client, the Funds’ obligations in Distributor shall enter into the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been Plan was approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement at least quarterly and more frequently as from time to time shall may be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered, except that the Distributor shall maintain its registration with FINRA at all times when this Agreement is in effect.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 2 contracts
Samples: Distribution Agreement (MoA Funds Corp), Distribution Agreement (MoA Funds Corp)
Services and Duties of the Distributor. A. The Distributor agrees to act shall sell Shares on a best efforts basis as agent of each Fund for distribution of its Units, the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current summary prospectus and prospectus, including the statement of additional information, as each may be amended or supplemented, relating to such the relevant Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto statement (the “Registration Statement”) of such Fund the Trust filed under the Securities Act of 1933 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to the broker-dealers and other qualified intermediaries who have sold Shares, as described in Section 2(G), below.
B. The During the continuous public offering of Shares, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesTrust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The public offering price of the Shares of each Fund shall be the net asset value per share (as determined by the Trust as of the time set forth in the Prospectus) of the outstanding Shares of the Fund (or class thereof) next determined after receipt of an order by the Fund or its designated agent will confirm orders and subscriptions upon receiptplus any applicable sales charge, will make appropriate book entries and, upon receipt of payment therefor, will issue as described in the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsRegistration Statement.
C. The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the Fund/SERV System (“Fund/SERV”) of the National Securities Clearing Corporation (“NSCC”).
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s are consistent with the Prospectus and any sales literature and advertising materials specifically approved by the Trust.
E. The Distributor shall cooperate with the Trust or its agent in writing by such Fundthe development of all proposed advertisements, sales literature and other marketing and educational materials relating to the Funds (“Communications with the Public”). The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature Communications with the Public for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature Communications with the Public it believes are in compliance with such the applicable laws and regulations. The Distributor agrees to shall furnish to the Funds Trust any comments provided by regulators with respect to such materials.
E. The Distributor agrees materials and shall use its best efforts to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to obtain the offering approval of the Units, provided that regulators for the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filingsuse of such materials.
F. The Funds agree to Distributor, at its sole discretion, may repurchase Units tendered Shares offered for sale by shareholders of a Fund. Repurchase of Shares by the Funds Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor shall also act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial qualified intermediaries (collectively, “Intermediaries”) as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries Intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s BoardTrust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling Intermediary, as described in the Prospectus.
H. The Distributor shall devote its best efforts to effect effecting sales of Units Shares of each Fund and to assisting OCM Investments, LLC (“OCM”), a registered broker-dealer that is an affiliate of the Funds Advisor, and other dealers in effecting offers and sales of Shares but shall not be obligated to sell any certain number of UnitsShares. The Distributor shall reasonably cooperate with OCM, in a manner consistent with Distributor’s passive role pursuant to this Agreement, in marketing the Shares through Intermediaries as well as through registered investment advisers, fund platforms, banks, 401(k) plan platforms and sponsors and other entities that offer such Shares to investors or invest in Shares for investors.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties shall advise the Trust promptly in writing of any regulatory examination of its operations that results in a finding that would be reasonably likely to carry out some or all of have an impact on the Distributor’s obligations under this Agreement, relationship with the prior written consent Trust and of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor initiation of any of proceedings against it by any regulatory or self-regulatory authority, including, without limitation, the Securities and Exchange Commission (the “SEC”) or its responsibilities hereunder; provided further that staff, FINRA or any such third parties shall be selected by the Distributor with reasonable carestate regulatory authority.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free monitor amounts paid under Rule 12b-1 plans and pursuant to furnish similar services sales loads to others so long as its services under this Agreement are not impaired therebyensure compliance with applicable FINRA rules.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 2 contracts
Samples: Distribution Agreement (Oaktree Funds), Distribution Agreement (Oaktree Funds)
Services and Duties of the Distributor. A. The 2.1 Distributor agrees to will act as agent of each Fund for the distribution of its Units, upon Shares in accordance with the terms instructions of the Corporation's Board of Directors and at the current offering price (plus sales charge, if any) described registration statement and prospectuses then in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” effect with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund Funds under the Securities Act of 1933 1933, as amended (the “"1933 Act”) ").
2.2 Distributor may finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current shareholders, and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units printing and mailing of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectussales literature. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and other expenses in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance connection with the instructions thereto. The Fund, organization and operation of the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction Corporation and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf responsibility of the Distributor, is authorized to provide any information or make any representations regarding a Fund Corporation. Distributor may enter into servicing and/or selling agreements with qualified broker/dealers and other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk persons with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor Shares to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretionpublic, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries if it so chooses Distributor will act only on its own behalf as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”)principal. The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares of any Fund.
I. The 2.3 All Shares of the Funds offered for sale by Distributor shall prepare reports be offered for each Board regarding its activities under this Agreement as from time sale to time the public at a price per unit (the "offering price") equal to their net asset value (determined in the manner set forth in the Funds' then current prospectus), plus, except to those classes of persons set forth in the then current prospectus, a sales charge which shall be reasonably requested the percentage of the offering price of such shares as set forth in the Funds' then current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. The excess, if any, of the sales price over the net asset value of the Shares paid by an investor in connection with his or her purchase of Shares shall be retained by the Distributor as a commission for its services hereunder. Concessions to broker/dealers and other persons shall be set forth in either the selling agreements, or if such Boardconcessions are described in the Funds' then current prospectus, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement shall be authorized to act as agent for the Funds in connection with the offering or sale of its Shares to the public or otherwise.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some 2.4 If any shares sold by the Funds are redeemed or all of the Distributor’s obligations under this Agreement, with the prior written consent of repurchased by the Funds, or by Distributor as agent, or are tendered for redemption, within seven business days after the date of confirmation of the original purchase of said Shares, Distributor shall forfeit the amount above the net asset value received by Distributor in respect of such consent not to be unreasonably withheld; Shares, provided that execution the portion, if any, of such amount re-allowed, by Distributor to broker/dealers or other persons shall be repayable to the Funds only to the extent recovered by Distributor from the broker/dealer or other person concerned. Distributor shall include in the forms of agreement with such broker/dealers and other persons a Subcontract corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Funds or by Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
2.5 Distributor shall not relieve act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Securities and Exchange Commission (the "Commission") and the NASD. Distributor shall provide to the Corporation's Board of any Directors, at least quarterly, a report of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable careexpenses incurred pursuant to this Agreement.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 2 contracts
Samples: Distribution Agreement (Johnson Funds Inc), Distribution Agreement (Johnsonfamily Funds Inc)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the National Securities Clearing Corporation and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through Fund/SERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser /SERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed sales literature and advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those sales literature and advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, parties unless (i) the Distributor has received a corresponding an authorized payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each FundClient’s Board.
H. The During the continuous public offering of Shares of the Funds, the Distributor shall devote its best efforts to distribute, and to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including, no less frequently than quarterly, reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor shall monitor amounts paid under Rule 12b-1 to ensure compliance with FINRA Rule 2341.
K. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. L. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. M. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered unless such registration is required to provide the services contemplated under this Agreement; provided that the Distributor shall at all times be registered as a broker-dealer with the SEC under the 1934 Act and a member in good standing of FINRA.
Appears in 2 contracts
Samples: Distribution Agreement (Third Avenue Trust), Distribution Agreement (Third Avenue Variable Series Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising marketing materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the each FundClient’s Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for the distribution of its Units, Shares of the Fund upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectusprospectus (if multiple current prospectuses exist for separate classes of Shares (each a “Class”, collectively “Classes”)), including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units Shares but shall not be obligated to sell any certain number of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated formShares. Unless otherwise agreed by The Fund shall have the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), right to accept or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed reject any subscription in accordance with the instructions theretoterms of its governing documents and its Prospectus. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return Fund shall give notice of such determination to the applicable Financial Intermediary any Investor Certificate that is not completed individual subscriber or financial intermediary as appropriate. No interest will be paid to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitssubscribers on rejected subscriptions.
C. The Distributor may enter into agreements with qualified broker-dealers and other financial intermediaries (the “Financial Intermediaries”) in order that such Financial Intermediaries may sell Shares of the Fund, using the Distributor’s standard form of dealer agreement (“Standard Dealer Agreement”). The Distributor shall not be obligated to make any payments to the Financial Intermediaries or other third parties, unless (i) Distributor has received a payment from the Fund pursuant to such Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such Plan has been approved by the Fund’s Board.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that not utilize any materials in connection with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend sale or terminate the offering of its Units at any time. Upon notice to Shares except the Distributor of Prospectus and such other materials as the terms of such suspension Fund shall provide or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationapprove.
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature for compliance with applicable laws FINRA and regulations, and, as applicable, SEC advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature that it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. . The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect incorporate changes to such materials as Distributor may request to the offering satisfaction of Distributor. The Fund represents that it will not use or authorize the Unitsuse of any marketing materials, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor including any such materials in use prior to the extent required execution of this Agreement, unless and until such materials have been approved and authorized for use by FINRA or necessary to complete the filingsDistributor.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Samples: Distribution Agreement (Coller Secondaries Private Equity Opportunities Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if anyifany) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “"Registration Statement”") of such Fund the Client under the Securities Act of 1933 1933, as amended (the “"1933 Act”) "), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through NSCC's Fund/SERV System ("FundSERV"). Unless otherwise agreed by The Client acknowledges and agrees that the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission ("SEC") and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund's form of dealer agreement entered into between the Distributor and/or selling agreement shall in a form similar to that attached at Exhibit C and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Client's Board (the “"Standard Dealer Agreement”"). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund's plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act ("Plan") and (ii) such corresponding payment has Plan been approved by the each Fund’s Client's Board.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“"Subcontracts”") with qualified third parties to carry out some or all of the Distributor’s 's obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein to by reference, and no implied covenants or obligations shall be read into this Agreement against the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionDistributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for each of the Funds, from time to time during the term of this Agreement, Shares (whether unissued or treasury shares, in each Fund for distribution of its Units, Fund’s sole discretion) upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s prospectus of the Company (the “Prospectus”). As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the Prospectus and Statement of Additional Information included as part of the Company’s registration statement of additional informationon Form N-1A, as such Prospectus and Statement of Additional Information may be amended or supplementedsupplemented from time to time, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the term “Registration Statement”) of such Fund ” shall mean the Registration Statement on Form N-1A most recently filed by the Company with the Securities and Exchange Commission and effective under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect.
B. (b) The Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders as of the time of payment for those orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesCompany’s transfer and dividend disbursing agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
(c) The Distributor in its discretion may sell Shares to such registered and qualified retail dealers as it may select. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCIn making agreements with such dealers, the Funds’ investment adviser (Distributor shall act only as principal and not as agent for the “Adviser”), Company or SEI Investments Global Funds Services, any of the Funds’ administrator .
(d) The offering price of the “Administrator”), Shares shall be responsible for reviewing each Investor Certificate to confirm that it has been completed the net asset value (as defined in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase Articles of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf Incorporation of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus Company and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only determined as set forth in the Prospectus) next determined following receipt of payment. Each Fund may suspend or terminate shall furnish the offering Distributor, with all possible promptness, an advice of its Units at any time. Upon notice to the Distributor each computation of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationnet asset value.
D. (e) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act offer and sell, as agent for the Trust, from time to time during the term of each Fund for distribution of its Unitsthis Agreement, Shares upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s ProspectusProspectus relating to such Shares. As used in this Agreement, the term “Prospectus” with respect to a Fund Prospectus shall mean each current the prospectus, including the statement of additional information, as amended or supplementedany information incorporated by reference therein, relating to such Fund and Shares included in as part of the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Trust's Registration Statement”) of , as such Fund prospectus may be amended or supplemented from time to time, and the term Registration Statement shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission and effective under the Securities Act of 1933 1933, as amended (the “1933 Act”) Act ), and the 1940 Act, as such Registration Statement may be amended by any amendments thereto at the time in effect.
B. (b) The Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will establish procedures for the acceptance and transmission of orders on behalf of the Trust, which procedures shall be reasonably acceptable to the Trust. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly promptly forward to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial IntermediariesTrust's custodian funds received in respect of purchases of Shares. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt Prospectus relating to such Shares.
(c) The offering price of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), Shares shall be responsible for reviewing each Investor Certificate to confirm that it has been completed the net asset value per Share (as defined in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return pursuant to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase Declaration of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf Trust of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus Trust and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only determined as set forth in the ProspectusProspectus relating to such Shares) next determined following receipt of an order. Each The Trust shall furnish the Distributor, with all possible promptness, an advice of each computation of net asset value of Shares of each Fund may suspend or terminate the offering class of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationShares.
D. (d) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable careother investment companies.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees shall be the principal underwriter and agent for each of the Funds for the sale of the Shares and the Trust will not, and will not permit any of the Funds to, sell any Shares to act any person except to fill orders for Shares received through the Distributor. The foregoing exclusive right shall not apply: (a) to Shares issued or sold in connection with the merger or consolidation of any other investment company with a Fund or the acquisition by purchase or otherwise of all or substantially all the assets of any investment company or substantially all the outstanding shares of any such company by a Fund; (b) to Shares which may be offered by a Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of a Fund; (c) to Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the Prospectus, or (d) to the sale of Shares to any person in a transaction which is exempt from registration under the 1933 Act.
(b) The Distributor shall not be required to provide services to any Fund not listed on Annex A hereto as agent of each Fund for the date of this Agreement and the Trust may not seek to include any additional Funds on Annex A hereto during the term of this Agreement. In no event shall the Distributor be required to provide services under this Agreement at a service level that exceeds the aggregate service level according to which the services contemplated by this Agreement were provided by the Distributor to the Trust during the six- (6)-month period immediately prior to the date of this Agreement.
(c) The distribution of its Unitsthe Shares to the public shall be effected by the Distributor through various financial institutions that are permitted by law to offer and sell the Shares to the public (“Eligible Financial Institutions”) pursuant to agreements that provide that any Eligible Financial Institution shall indemnify and hold harmless the Funds so that in no event shall the Funds have any responsibility or liability to any person whatsoever on account of the acts and statements of any Eligible Financial Institution not contained in the Prospectus or sales literature or advertising material approved by the Fund. The Distributor shall have the right to select the Eligible Financial Institutions to whom the Shares will be offered by it, upon subject to the express provisions of this Agreement, applicable securities laws and regulations, the Trust’s Agreement and Declaration of Trust and Bylaws and the Prospectus, to determine the terms and at prices in any contract for the current sale of the Shares to any Eligible Financial Institution made by it as such agent for each of the Funds.
(d) During the continuous public offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreementof Shares, the term “Prospectus” with respect Distributor will hold itself available to a Fund shall mean each current prospectusreceive orders, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly satisfactory to the applicable FundDistributor, for the purchase of the Shares and will promptly forward all orders to the Trust or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. (e) The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved by the Trust.
(f) The Distributor may prepare and distribute sales literature and other materials related to the Funds as it may deem appropriate, provided that such literature and materials have been prepared in writing accordance with the applicable laws and regulations and approved by such Fundthe Trust prior to use. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered conduct reviews of sales literature and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationother materials, the Distributor shall notify all Financial Intermediaries of such suspension or terminationand submit required filings with FINRA.
D. (g) The Distributor agrees to review all proposed advertising materials and sales literature for compliance use commercially reasonable efforts in connection with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering distribution of the UnitsShares, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (h) The Distributor shall prepare reports for each the Board of Trustees of the Trust (the “Board”) regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any.
J. The (i) Except where the prior written consent of the Trust (which will not be unreasonably withheld) is required under applicable law and regulation, the Distributor may enter into agreements (“Subcontracts”) without the prior consent of the Trust with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement; provided, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that . The Trust shall cooperate with any such third parties shall be selected by subcontractor to the same extent it is obligated to cooperate with the Distributor with reasonable careunder Section 7 of this Agreement.
K. (j) The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. (k) Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer only in any specific jurisdictionthe jurisdictions where it is required to be so registered in order to carry out its obligations under this Agreement.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act arrange to sell, as agent for the Trust and from time to time during the term of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including Shares of the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund Series upon the terms and conditions contained herein and described in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries .
(as defined belowb) or directly During the continuous public offering of the Shares of the Series, the Distributor will hold itself available to receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of such Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Trust as of the time of receipt of such orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesTrust as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated .
(c) The Distributor, as agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges Trust and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, may enter into agreements with such registered and qualified broker-retail broker-- dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that pursuant to which such broker-dealers and other intermediaries may also may arrange for the sale or sell Units Shares of the FundsSeries. The Distributor, as a retail broker--dealer agreement entered into between may also sell shares of the Distributor Series. When it does so, it shall do so pursuant to the Form of "Dealer's Agreement" attached hereto and a Financial Intermediary as may be modified in the future.
(d) The offering price of the Shares of each Series shall be substantially the net asset value per share of each such Series next determined following receipt of an order plus the sales charge, if any, as stated in the form included in Exhibit B (the “Standard Dealer Agreement”)Prospectus. The Distributor Trust shall furnish the Distributor, with all possible promptness, advice of each computation of each Series' net asset value. The Trust may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer at any time withdraw offerings of the FundShares of one or more Series by notice to the Distributor. The Distributor shall distribute Units only receive the entire amount of the sales charge (except to the extent that sales are made at net asset value) as compensation for its services under this Agreement; however, the Distributor may reallow all or any portion of such Financial Intermediaries charge to broker-dealers entering into agreements with the Distributor to sell Shares of the Series.
(e) In addition to the above, the Distributor shall also receive compensation for services rendered in an amount equal to a percentage (annual rate) of the assets of a Series' accounts which are attributable to the Distributor during the preceding month, as are members provided in good standing with FINRASchedule A to this Agree- ment. Such amount shall be paid by the Trust at the end of each calendar month. The Distributor shall not be obligated Trust's obligation to make any payments to any broker-dealersdescribed in this paragraph (e) is contingent upon the continuance of the Trust's Distribution Expense Plan, other financial intermediaries or other third parties, unless and in that connection it is understood that:
(i) such Plan shall remain in effect for one year from its adoption date and may be continued from year to year thereafter only if the Distributor has received Plan and any related agreements are approved at least annually by a corresponding payment from majority vote of the applicable Fund Trustees of the Trust, including a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any related agreement ("Independent Trustee"), cast in person at a meeting called for the purpose of voting on such Plan and agreements; and
(ii) such corresponding payment has been approved the Plan may be terminated with respect to any Series at any time by a majority vote of the each Fund’s BoardIndependent Trustees or by vote of a majority of the outstanding voting securities of the Series. In the event the Plan is not continued or is terminated, this Agreement shall automatically terminate.
H. (f) The Distributor shall devote hereby agrees to use its best efforts to effect sales of Units find purchasers who shall purchase the Shares of the Funds but Series; it shall not be obligated to sell any certain number of Units.
I. The Distributor such Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.
L. Notwithstanding anything herein (g) The Distributor is authorized on behalf of the Trust to purchase Shares of the contrarySeries presented to it by dealers at the price determined in accordance with, and in the manner set forth in, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionProspectus.
Appears in 1 contract
Samples: Master Distribution Agreement (Gradison Custodian Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund for distribution offers and making distributions of its UnitsShares, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s 's Prospectus. As used in this Agreement, the term “"Prospectus” " with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “"Registration Statement”") of such Fund under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act0000 Xxx.
B. The Distributor agrees to effect the sale of Shares of a Fund in the manner set forth in the Prospectus. The Distributor shall use reasonable best efforts to distribute the Units Shares of each Fund upon the terms and conditions contained herein and in the applicable Fund’s 's Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund, in its discretion, may refuse to accept any order for the purchase of Shares tendered to it. The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt by the Fund or its designated agent of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitsnetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s 's Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. .
E. The Distributor shall require that devote its best efforts to effect sales of Shares of the Financial Intermediaries acknowledge that Units will Funds but shall not be offered and sold only as set forth in the Prospectus. obligated to sell any certain number of Shares.
F. Each Fund may reserves the right to suspend or terminate the offering of its Units Shares at any time. Upon time in its absolute discretion, and upon notice to the Distributor of the terms by a Fund of such suspension or terminationsuspension, the Distributor shall notify all Financial Intermediaries cease to offer Shares of such suspension or terminationFund.
D. G. The Distributor agrees shall review for compliance with applicable laws and regulations, and provide to each Fund a summary of its review within three business days of receipt, all proposed advertising materials and sales literature for compliance with applicable laws such Fund, and regulations, and, as applicable, shall file with appropriate regulators those such advertising materials and sales literature it believes are in compliance with such laws and regulationsappropriate regulators, as required. The Distributor agrees to furnish to the Funds appropriate Fund any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. H. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAFunds. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by or the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsAdviser.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“"Subcontracts”") with qualified third parties to carry out some or all of the Distributor’s obligations 's services and duties under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheldapplicable Fund; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. . K The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction. M In performing its services under this Agreement, the Distributor shall conform in all respects with the requirements of all federal and state laws relating to the offer and sale of the Shares.
Appears in 1 contract
Samples: Distribution Agreement (Gottex Multi-Alternatives Fund - II)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each the Fund for distribution of its Unitsthe Units of the Fund, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the public offering of Units of the Fund, the Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusUnits. All orders for Units shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Units to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and the Registration Statement, if any. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor form of any dealer agreement shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAbe approved by the Fund. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor Foreside has received a corresponding payment from the applicable Fund fund and (ii) such corresponding payment has been approved by the each Fund’s Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Units sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds Fund but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsFund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (FSI Low Beta Absolute Return Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment manager to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall timely file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C. Such form, material changes to the form included in Exhibit B form, and any compensation proposed to be paid pursuant to a dealer agreement shall be approved by the Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”), the Fund’s adviser and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare and deliver reports for each to the Board regarding its activities under this Agreement at least quarterly and more frequently as from time to time shall may be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for the Trust during the term of each Fund for distribution of its Unitsthis Agreement, Shares upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement Prospectus and Statement of additional information, as amended or supplemented, relating to such Fund and Additional Information that is included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. (b) The Distributor shall use reasonable best efforts will make itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Trust and directed will transmit such orders to the Fund by the Financial IntermediariesFunds' transfer agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the current Prospectus and Statement of Additional Information (hereinafter referred to jointly as the "Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon ").
(c) The offering price of Shares shall be determined following the receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed an order in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as procedures set forth in the Prospectus. Each Fund may suspend or terminate The Trust shall furnish the offering Distributor, with all possible promptness, advice of its Units at any time. Upon notice to the Distributor each computation of net asset value of the terms of Shares.
(d) The Distributor in its discretion may sell Shares to such suspension or terminationregistered and qualified retail dealers and financial services firms ("Firms") as it may select. In making agreements with such firms, the Distributor shall notify all Financial Intermediaries of such suspension or terminationact only as principal and not as agent for the Trust.
D. (e) The Distributor agrees may also appoint such Firms to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulationsprovide distribution services to investors. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to Firms shall provide such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds facilities and the Adviser fully cooperate with Distributor and provide all personnel as is necessary or beneficial for providing information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of regarding the Funds, enter into agreements distribution of sales literature, prospectuses, promotional material and information, and assisting with Fund services and privileges for clients of such qualified broker-dealers Firms and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units shareholders of the Funds. The dealer agreement entered into between Distributor may also provide the above services to the Trust and shall coordinate transfer agency services for the Trust.
(f) The Distributor shall order Shares from the Trust only to the extent it has received purchase orders therefor. Shares offered for sale or sold by the Distributor and a Financial Intermediary shall be substantially so offered or sold at a price per share determined in accordance with the form included Prospectus. The price the Trust shall receive for all Shares purchased from it shall be the net asset value of such Shares as determined in Exhibit B (accordance with the “Standard Dealer Agreement”)Prospectus. The Distributor may only enter into an agreement with a Financial Intermediary that is materially different pay commissions or fees to Firms and to others in its discretion in such amounts as the Distributor shall determine from time to time and as provided in the Standard Dealer Agreement so long as advance notice has been provided to an officer of the FundProspectus. The Distributor shall distribute Units only be entitled to receive and retain any applicable contingent deferred sales charge as described in the current Prospectus. In addition to sales made by it as agent of the Trust, the Distributor may also sell Shares as principal to persons with whom it does not have selling group agreements.
(g) The Distributor will not make, or authorize Firms or others to make, any short sales of Shares. The Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus. In selling or reacquiring Shares for the account of the Trust, the Distributor will in all respects conform to the requirements of all state and federal laws and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") relating to such Financial Intermediaries sale or reacquisition, as are members in good standing with FINRAthe case may be, and will indemnify and save harmless the Fund from any damage or expense on account of any wrongful act by the Distributor or any employee, representative or agent of the Distributor. The Distributor shall not will observe and be obligated bound by all the provisions of the Agreement and Declaration of Trust of the Trust and the provisions of the Prospectus.
(h) The Distributor shall, for all purposes herein provided, be deemed to make any payments to any broker-dealers, other financial intermediaries or other third partiesbe an independent contractor and, unless (i) expressly provided herein or otherwise authorized, shall have no authority to act for or represent the Trust in any way. The Distributor and its affiliates, by separate agreement with the Trust, may also serve the Trust in other capacities. The services of the Distributor has received a corresponding payment from to the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each Board regarding its activities Trust under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive exclusive, and the Distributor shall be free to furnish render similar services or other services to others so long as its services under this Agreement hereunder are not materially impaired thereby.
L. Notwithstanding anything herein (i) The Distributor shall issue and deliver or shall arrange for various Firms to issue and deliver on behalf of the Trust such confirmations of sales made by it pursuant to this Agreement as may be required. At or prior to the contrarytime of issuance of Shares, the Distributor will pay or cause to be paid to the Trust the amount due the Trust for the sale of such Shares. Certificates shall not be required to register issued or Shares registered on the transfer books of the Trust in such names and denominations as a broker or dealer in any specific jurisdictionthe Distributor may specify.
Appears in 1 contract
Services and Duties of the Distributor. A. The 2.1 Distributor agrees to will act as agent of each Fund for the distribution of its Units, upon Shares in accordance with the terms instructions of the Trust's Board of Trustees and at the current offering price (plus sales charge, if any) described registration statement and prospectuses then in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” effect with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund Funds under the Securities Act of 1933 1933, as amended (the “"1933 Act”) ").
2.2 Distributor may incur expenses for appropriate distribution activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current shareholders, and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute printing and mailing of sales literature. At the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf direction of the DistributorTrust, is authorized to provide any information or make any representations regarding a Fund Distributor may enter into servicing and/or selling agreements with qualified broker/dealers and other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk persons with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor Shares to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretionpublic, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as if it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The so chooses Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long act as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAprincipal. The Distributor shall not be obligated to make incur any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to specific expenses nor sell any certain number of UnitsShares of any Fund.
I. 2.3 All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per share (the "offering price") provided in the Funds' then current prospectus. The Distributor shall prepare reports have no liability for each Board regarding its activities under the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
2.4 Distributor shall act as from distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Securities and Exchange Commission (the "Commission") and the NASD.
2.5 Distributor shall not utilize any materials in connection with the sales or offering of Shares except the Trust's prospectus and statement of additional information and such other materials as the Trust shall provide or approve. The Distributor agrees to provide compliance review of all sales literature and marketing materials prepared for use by or on behalf of the Trust in advance of the use of such materials. The Trust agrees to incorporate such changes to such materials as the Distributor shall request. The Distributor will file the materials as may be required with the NASD, the Commission or state securities commissioners. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. All advertising and sales literature related to the Trust shall be delivered to the Distributor for review prior to use with sufficient time to time shall be reasonably requested by such Board.
J. The permit the Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of review the Distributor’s obligations under this Agreement, material and to file with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. NASD if necessary. The services furnished by the Distributor hereunder are not to be deemed exclusive Trust and the Distributor shall be free mutually agree upon a reasonable turnaround time for such review. All advertising and sales literature related to furnish similar services the Trust that is in use prior to others so long as its services under the execution of this Agreement are not impaired thereby.
L. Notwithstanding anything herein shall be delivered to the contraryDistributor and the Distributor shall file such material with the NASD, if necessary, within 10 days of first use after the date of this Agreement.}
2.6 As compensation for the services performed hereunder and the expenses incurred by Distributor, the Distributor shall not be required entitled to register the fees and be reimbursed the expenses as a broker or dealer provided in any specific jurisdictionExhibit B hereto.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm taking orders from financial intermediaries.
D. The Distributor shall maintain comprehensive business continuity, cyber-security and disaster recovery plans (collectively, “Plans”) and will provide an executive summary of the Plans upon reasonable request of the Client. The Distributor will review and/or test the adequacy of its Plans at least annually and, upon request, will report to the Client the results of such review and/or testing. In the event of business disruption that materially impacts the Distributor’s provision of service under this Agreement, the Distributor will notify the Client of the disruption and the steps being implemented under the business continuity plan. If the Distributor reasonably determines that it has been completed is unable to put its disaster recovery plan in accordance with place in a manner that allows the instructions thereto. The FundDistributor to satisfy its obligations under this Agreement, the Adviser or Distributor shall provide reasonable assistance and support to the AdministratorClient in seeking such services from an alternative source.
E. The Distributor agrees to maintain a fidelity bond and liability insurance coverage which are, in its or their sole discretionscope and amount, may return consistent with coverage customary for distribution activities relating to the applicable Financial Intermediary any Investor Certificate that is not completed registered investment companies of similar size and risk profile to its or their satisfaction the Client and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsDistributor’s business as a whole.
C. F. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. G. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and regulations, and, as applicable, Exchange Commission (“SEC”) and FINRA advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to H. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-broker- dealers and other intermediaries also may sell Units Shares of the Funds. The form of dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in selling agreement at Exhibit B C (the “Standard Dealer Agreement”). ) have been approved by the Client’s Board.
I. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. J. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. K. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. L. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. M. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. N. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered O. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act arrange to sell, as agent for the Funds, from time to time during the term of each Fund for distribution of its Unitsthis Agreement, Shares upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement prospectus included in the Trust’s Registration Statement on Form N-1A most recently filed by the Trust with the Securities and Exchange Commission and effective under the Securities Act of additional information1933, as amended or supplemented(the “1933 Act”), relating to and the Investment Company Act of 1940, as amended (the “1940 Act”), as such Fund and included Registration Statement is amended by any amendments thereto at the time in the currently effective registration statement(s) or post-effective amendment(s) thereto effect (the “Registration Statement”).
(b) Upon commencement of the continuous public offering of the Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust as of the time of receipt of such Fund under the Securities Act of 1933 (the “1933 Act”) orders and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All will transmit such orders for Units shall be made through Financial Intermediaries (as defined below) or directly are so accepted to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial IntermediariesTrust’s transfer agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated .
(c) The Distributor, as agent will confirm orders for the Trust and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return enter into agreements with such registered and qualified retail broker-dealers as it may select pursuant to which such broker-dealers may also arrange for the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and sale of Shares.
(d) Except for the Funds Class A Shares, the public offering price of the Shares of each class of each Fund shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges net asset value (as described in the Prospectus, and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only determined as set forth in the Prospectus) per Share of such class of such Fund next determined following receipt of an order. Each Fund may suspend or terminate the The public offering of its Units at any time. Upon notice to the Distributor price of the terms of such suspension or terminationClass A Shares shall be the net asset value plus any applicable sales charge, all as set forth in the Distributor shall notify all Financial Intermediaries of such suspension or terminationProspectus.
D. (e) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Shares, and nothing herein contained shall prevent the Distributor shall prepare reports for each Board regarding from entering into like distribution agreements with other investment companies so long as the performance of its activities under this Agreement as from time to time shall be reasonably requested by obligations hereunder is not impaired thereby. It is expressly acknowledged that investors and potential investors in the Funds may invest in shares of such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of other investment companies and that the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, duties to such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor investment companies shall not be required deemed to register as a broker or dealer be in any specific jurisdictionconflict with its duties to the Trust.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for the distribution of its Units, Shares of the Fund upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectusprospectus (if multiple current prospectuses exist for separate classes of Shares (each a “Class”, collectively “Classes”)), including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use reasonable its best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by The Fund will have the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), right to accept or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed reject any order in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in terms of its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to governing documents and its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsProspectus.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or Networking transactions.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature for compliance with applicable laws FINRA and regulations, and, as applicable, SEC advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature that it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and the Registration Statement. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Subject to applicable law, the Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), ) in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units Shares of the FundsFund. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Fund (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund pursuant to such Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of payments received by the Distributor pursuant to a Plan, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. K. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Nomura Alternative Income Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the National Securities Clearing Corporation and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through Fund/SERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser /SERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed sales literature and advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those sales literature and advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. Client The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, parties unless (i) the Distributor has received a corresponding an authorized payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each FundClient’s Board.
H. The During the continuous public offering of Shares of the Funds, the Distributor shall devote its best efforts to distribute, and to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including, no less frequently than quarterly, reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor shall monitor amounts paid under Rule 12b-1 to ensure compliance with FINRA Rule 2341.
K. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. L. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. M. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered unless such registration is required to provide the services contemplated under this Agreement; provided that the Distributor shall at all times be registered as a broker-dealer with the SEC under the 1934 Act and a member in good standing of FINRA.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Trust shall sell Shares through the Distributor agrees to act as agent of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and set forth in this Agreement. The Trust may also sell Shares directly, without the use of the Distributor, in accordance with applicable law, including, but not limited to: (a) Shares issued or sold in connection with the merger or consolidation of any other investment company with a Fund or the acquisition by purchase or otherwise of all or substantially all the assets of any investment company or substantially all the outstanding shares of any such company by a Fund; (b) Shares which may be offered by a Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of a Fund; (c) Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the applicable Fund’s Prospectus. All orders for Units , or (d) the sale of Shares to any person in a transaction which is exempt from registration under the 0000 Xxx.
(b) The distribution of the Shares to the public shall be made effected by the Distributor through Financial Intermediaries (as defined below) or directly various financial institutions that are permitted by law to offer and sell the Shares to the public (“Eligible Financial Institutions”) pursuant to agreements that provide that any Eligible Financial Institution shall indemnify and hold harmless the Funds so that in no event shall the Funds have any responsibility or liability to any person whatsoever on account of the acts and statements of any Eligible Financial Institution not contained in the Prospectus or sales literature or advertising material approved by the Fund. The Distributor shall have the right to select the Eligible Financial Institutions to whom the Shares will be offered by it, subject to the express provisions of this Agreement, applicable Fundsecurities laws and regulations, the Trust’s Agreement and Declaration of Trust and Bylaws and the Prospectus.
(c) During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of the Shares and will promptly forward all orders to the Trust or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. (d) The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved by the Trust.
(e) The Distributor may prepare and distribute sales literature and other materials related to the Funds as it may deem appropriate, provided that such literature and materials have been prepared in writing accordance with applicable laws and regulations and approved by such Fundthe Trust prior to use. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered conduct reviews of sales literature and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationother materials, the Distributor shall notify all Financial Intermediaries of such suspension or terminationand submit required filings with FINRA.
D. (f) The Distributor agrees to review all proposed advertising materials and sales literature for compliance use commercially reasonable efforts in connection with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering distribution of the UnitsShares, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (g) The Distributor shall prepare reports for each the Board of Trustees of the Trust (the “Board”) regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”h) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Samples: Distribution Agreement (GPS Funds I)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Funds for distribution of its Unitsthe Units of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “"Registration Statement”") of such Fund the Funds under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act.
B. The During the public offering of Units of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusUnits. All orders for Units shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Funds or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFunds.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to redeem or repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ ' obligations in the Prospectus and the Registration Statement. The Funds reserve the right to suspend such repurchase right upon written notice to the Distributor.
G. F. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “"Financial Intermediaries”"), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAFunds. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor Foreside has received a corresponding payment from the applicable Fund fund and (ii) such corresponding payment has been approved by the each Fund’s 's Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Units sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. G. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. H. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. I. The Distributor may enter into agreements (“"Subcontracts”") with qualified third parties to carry out some or all of the Distributor’s 's obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. J. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. K. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Feg Absolute Access Tei Fund LLC)
Services and Duties of the Distributor. A. The 2.1 Distributor agrees to will act as agent of each Fund for the distribution of its Units, upon Shares in accordance with the terms instructions of the Trust's Board of Trustees and at the current offering price (plus sales charge, if any) described registration statement and prospectuses then in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” effect with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund Funds under the Securities Act of 1933 1933, as amended (the “"1933 Act”) ").
2.2 Distributor may incur expenses for appropriate distribution activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current shareholders, and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units printing and mailing of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly to the applicable Fundsales literature, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to provided that the Fund by approves any such activity. With the Financial Intermediaries. Such purchase orders shall be deemed effective at the time Fund's approval, Distributor may enter into servicing and/or selling agreements with qualified broker/dealers and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk persons with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor Shares to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretionpublic, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries if it so chooses Distributor will act only on its own behalf as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAprincipal. The Distributor shall not be obligated to make incur any payments to any broker-dealers, other financial intermediaries specific expenses or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares of any Fund.
I. The 2.3 All Shares of the Funds offered for sale by Distributor shall prepare reports be offered for each Board regarding its activities under this Agreement as from time sale to time the public at a price per unit (the "offering price") equal to their net asset value (determined in the manner set forth in the Funds' then current prospectus), plus, except to those classes of persons set forth in the then current prospectus, a sales charge which shall be reasonably requested the percentage of the offering price of such shares as set forth in the Funds' then current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. The excess, if any, of the sales price over the net asset value of the Shares paid by an investor in connection with his or her purchase of Shares shall be retained by the Distributor as a commission for its services hereunder. Concessions to broker/dealers and other persons shall be set forth in either the selling agreements, or if such Boardconcessions are described in the Funds' then current prospectus, shall be as so set forth. No broker/dealer or other person who enters into a selling agreement shall be authorized to act as agent for the Funds in connection with the offering or sale of its Shares to the public or otherwise.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some 2.4 If any shares sold by the Funds are redeemed or all of the Distributor’s obligations under this Agreement, with the prior written consent of repurchased by the Funds, or by Distributor as agent, or are tendered for redemption, within seven business days after the date of confirmation of the original purchase of said Shares, Distributor shall forfeit the amount above the net asset value received by Distributor in respect of such consent not to be unreasonably withheld; Shares, provided that execution the portion, if any, of such amount re-allowed, by Distributor to broker/dealers or other persons shall be repayable to the Funds only to the extent recovered by Distributor from the broker/dealer or other person concerned. Distributor shall include in the forms of agreement with such broker/dealers and other persons a Subcontract corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Funds or by Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
2.5 Distributor shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Securities and Exchange Commission (the "Commission") and the NASD.
2.6 Distributor shall not relieve utilize any materials in connection with the sales or offering of Shares except the Trust's prospectus and statement of additional information and such other materials as the Trust shall provide or approve. The Distributor agrees to provide compliance review of all sales literature and marketing materials prepared for use by or on behalf of the Funds in advance of the use of such materials. The Distributor will file the materials as may be required with the NASD, SEC or state securities commissioners. Each party agrees and represents that it will not use or authorize the use of any of its responsibilities hereunder; provided further that any advertising or sales materials unless and until such third parties shall be selected materials have been approved and authorized for use by the Distributor with reasonable careother party hereto.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as 2.7 For its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contraryhereunder, the Distributor shall not receive the fees and be required to register as a broker or dealer reimbursed the expenses provided in any specific jurisdictionSchedule B hereto.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and/or selling agreement shall in a form similar to that attached at Exhibit C and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-l under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for the distribution of its Units, the Shares of the Fund upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Fund, the Distributor shall use reasonable its best efforts to distribute the Units Shares but shall not be obligated to sell any certain number of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Fund so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), . The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationinvestment adviser (“Adviser”).
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws FINRA and Securities and Exchange Commission (“SEC”) advertising rules and regulations, andand shall, as applicableon a timely basis, shall file with appropriate regulators FINRA those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and the Registration Statement. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The At the request of the Fund, the Distributor shall enter into the Standard Dealer Agreement (as defined below), and may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Fund may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer Shares of the Fund. The Distributor Fund’s form of dealer agreement and/or selling agreement shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s BoardBoard (“Standard Dealer Agreement).
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.[Reserved]
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsFund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered; provided that the Distributor shall at all times during the term of this Agreement be registered as a broker-dealer with the SEC under the 1934 Act and a member in good standing of FINRA.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
N. The Distributor shall, as soon as reasonably possible thereafter, notify the Fund of any changes in how the Distributor provides the services contemplated under this Agreement that would materially and adversely affect the Fund.
O. The Distributor shall, as soon as reasonably practicable thereafter, notify the Fund of any material adverse change in the Distributor’s regulatory status that would prevent or materially impair the Distributor from carrying out its duties and obligations under this Agreement.
P. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Fund shall at all times remain the property of the Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. Records may be surrendered in the form in which such records are maintained, or in electronic form if such electronic form is compliant with Rule 31a-2 under the 1940 Act, at the option of the Distributor. The Distributor shall assist the Fund and its designated agents or, upon approval of the Fund, any regulatory or self-regulatory body, in any requested review of the records maintained by the Distributor pursuant to Rule 31a-1(d) under the 1940 Act.
Q. During the term of this Agreement, the Distributor will maintain at its expense, insurance coverage adequate to cover the services provided by the Distributor to the Fund hereunder. Upon the Fund’s reasonable request, which in no event shall be more than once annually, the Distributor shall furnish to the Fund a summary of the Distributor’s applicable insurance coverage. Distributor shall, as soon as reasonably practicable, notify the Fund of any material adverse change in the terms or provisions of its insurance coverage, and such notification shall include the date and reason(s) for such change.
R. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to compliance with, and material violations of, the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Fund’s Chief Compliance Officer or Board.
S. The Distributor shall enter into and shall maintain in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. The Distributor shall take commercially reasonable steps to minimize service interruptions.
Appears in 1 contract
Samples: Distribution Agreement (BMO LGM Frontier Markets Equity Fund)
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell Shares of the Funds on a best efforts basis as agent for the Trust during the term of each Fund for distribution of its Unitsthis Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund the Funds and included in the currently effective registration statement(s) statement or post-effective amendment(s) amendment thereto (the “"Registration Statement”") of such Fund the Trust under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act0000 Xxx.
B. The (b) During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares of the Funds and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesTrust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders .
(c) The Distributor, with the operational assistance of the Trust's transfer agent, shall make Shares available for sale and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue redemption through the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCNational Securities Clearing Corporation's Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the Funds’ investment adviser (Distributor agrees to act in conformity with the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance Trust's Declaration of Trust and By-Laws and with the instructions thereto. The Fundof the Board and to comply with the requirements of the 1933 Act, the Adviser 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction state laws and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. regulations. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. the Trust and the Distributor.
(e) The Distributor shall require that agrees to cooperate with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth Trust in the Prospectus. Each Fund may suspend or terminate the offering development of its Units at any time. Upon notice all proposed advertisements and sales literature relating to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. Funds. The Distributor agrees to review all proposed advertising materials advertisements and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
E. (f) The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to at its sole discretion may repurchase Units tendered Shares offered for sale by shareholders of the Funds Funds. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the current Prospectus. At the end of each business day, the Distributor shall notify, by any appropriate means, the Trust and its transfer agent of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares, and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust's transfer agent shareholder requests for redemption of Shares.
G. (g) The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in mutually agreed upon and approved by the form included in Exhibit B (Trust and the “Standard Dealer Agreement”)Distributor. The Distributor may only enter into an agreement pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fundbroker-dealer. The Distributor shall distribute Units only to such Financial Intermediaries as are members include in good standing the forms of agreement with FINRA. The Distributor shall not be obligated to make any payments to any selling broker-dealersdealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, other financial intermediaries repurchased or other third parties, unless (i) tendered for redemption within seven business days after the Distributor has received a corresponding payment from the applicable Fund and (ii) date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. (h) The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (i) The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including regarding use of 12b-1 payments.
J. The Distributor may enter into agreements (“Subcontracts”j) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein . The Trust recognizes that from time to the contrary, time officers and employees of the Distributor shall not be required to register may serve as a broker directors, trustees, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or dealer in any specific jurisdictionits affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.
Appears in 1 contract
Samples: Distribution Agreement (Ips Funds)
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell Shares of the Funds on a best efforts basis as agent for the Company during the term of each Fund for distribution of its Unitsthis Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund the Funds and included in the currently effective registration statement(s) statement or post-effective amendment(s) amendment thereto (the “"Registration Statement”") of such Fund the Company under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act1000 Xxx.
B. The (b) During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares of the Funds and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesCompany. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders .
(c) The Distributor, with the operational assistance of the Company’s transfer agent, shall make Shares available for sale and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue redemption through the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCNational Securities Clearing Corporation’s Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the Funds’ investment adviser (Distributor agrees to act in conformity with the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance Company’s Declaration of Company and By-Laws and with the instructions thereto. The Fundof the Board and to comply with the requirements of the 1933 Act, the Adviser 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction state laws and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. regulations. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. the Company and the Distributor.
(e) The Distributor shall require that agrees to cooperate with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth Company in the Prospectus. Each Fund may suspend or terminate the offering development of its Units at any time. Upon notice all proposed advertisements and sales literature relating to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. Funds. The Distributor agrees to review all proposed advertising materials advertisements and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Company any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
E. (f) The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to at its sole discretion may repurchase Units tendered Shares offered for sale by shareholders of the Funds Funds. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the current Prospectus. At the end of each business day, the Distributor shall notify, by any appropriate means, the Company and its transfer agent of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares, and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Company reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Company to receive and transmit promptly to the Company’s transfer agent shareholder requests for redemption of Shares.
G. (g) The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in mutually agreed upon and approved by the form included in Exhibit B (Company and the “Standard Dealer Agreement”)Distributor. The Distributor may only enter into an agreement pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fundbroker-dealer. The Distributor shall distribute Units only to such Financial Intermediaries as are members include in good standing the forms of agreement with FINRA. The Distributor shall not be obligated to make any payments to any selling broker-dealersdealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, other financial intermediaries repurchased or other third parties, unless (i) tendered for redemption within seven business days after the Distributor has received a corresponding payment from the applicable Fund and (ii) date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. (h) The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (i) The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including the regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”j) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein . The Company recognizes that from time to the contrary, time officers and employees of the Distributor shall not be required to register may serve as a broker directors, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or dealer in any specific jurisdictionits affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by The public offering price for all accepted orders for Shares will be the parties heretonet asset value per Share, Arden Asset Management LLC, as determined in the Funds’ investment adviser (manner described in each Fund’s then-current Prospectus.
C. The Distributor shall maintain membership with the “Adviser”), or SEI Investments Global NSCC and any other similar successor organization to sponsor a participant number for the Funds Services, so as to enable the Funds’ administrator (the “Administrator”), Shares to be traded through FundSERV. The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, andand if required by law or regulation, as applicableor otherwise at the request of the Client, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client, as promptly as practicable, any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations as set forth in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the each FundClient’s Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any. In order to assist the Client in satisfying the requirements of Rule 38a-1 under the 1940 Act (the “Rule”), the Distributor will provide the Client’s Chief Compliance Officer with reasonable access to the Distributor’s personnel and records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the Rule) involving the Distributor that affect or could affect the Client.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor agrees to maintain all appropriate books and records relating to its provision of services pursuant to this Agreement. The books and records pertaining to the Funds, which are in the possession or under the control of Distributor, shall be the property of the Client. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Client and any of its authorized persons shall have access to such books and records at all times during Distributor’s normal business hours. Upon the reasonable request of the Client, copies of any such books and records shall be provided by Distributor to the Client or to an authorized person.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act serve as agent the principal underwriter of each Fund for distribution the Funds in connection with the review and approval of its Units, upon the terms all Purchase and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement Redemption Orders of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Creation Units of each Fund upon by Authorized Participants that have executed an Authorized Participant Agreement with the terms Distributor and conditions contained Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and in ability of the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly Transfer Agent/ Index Receipt Agent to the applicable Fundaccept Fund Securities, or its designated agentDeposit Securities, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investingrelated Cash Components through or outside the Clearing Process, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time as provided in and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions theretoRegistration Statement. The Fund, Client acknowledges that the Adviser or the Administrator, in its or their sole discretion, may return Distributor shall not be obligated to the applicable Financial Intermediary approve any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order certain number of orders for the purchase of Creation Units.
C. (b) The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf to use commercially reasonable efforts to provide the following services to the Client with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationClient, the Distributor shall notify all Financial Intermediaries enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such suspension or terminationCreation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.
D. (c) The Distributor shall ensure that all direct requests to the Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled.
(d) The Distributor agrees to make available, at the Client’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Client in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Client.
(e) The Distributor agrees to review all proposed advertising marketing materials and sales literature pertaining to the Funds (“Marketing Materials”) provided by the Client for compliance with applicable laws SEC and regulations, and, as applicable, FINRA advertising rules and regulations and shall file with appropriate regulators FINRA those advertising materials and sales literature Marketing Materials it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materialsMarketing Materials.
E. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current Prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the applicable Fund’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement.
(g) The Distributor shall work with the Index Receipt Agent/Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent/Transfer Agent.
(h) The Distributor agrees to make any maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required filings with FINRA’s corporate financing department through COBRADesk to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Client shall at all times remain the property of the Client, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.
(i) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the offering Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the UnitsCompliance Program and any material deficiencies or changes therein, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Boardthe Client’s Chief Compliance Officer or Board of Trustees.
J. (j) The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. (k) The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything (m) The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein to by reference, and no implied covenants or obligations shall be read into this Agreement against the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionDistributor.
Appears in 1 contract
Samples: Etf Distribution Agreement (THOR Financial Technologies Trust)
Services and Duties of the Distributor. A. (a) The Distributor agrees to act arrange to sell, as agent for the Trust and from time to time during the term of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including Shares of the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund Series upon the terms and conditions contained herein and described in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries .
(as defined belowb) or directly During the continuous public offering of the Shares of the Series, the Distributor will hold itself available to receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of such Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Trust as of the time of receipt of such orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesTrust as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated .
(c) The Distributor, as agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges Trust and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, may enter into agreements with such registered and qualified retail broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that pursuant to which such broker-dealers and other intermediaries may also may arrange for the sale or sell Units Shares of the FundsSeries. The Distributor, as a retail broker-dealer agreement entered into between may also sell shares of the Distributor and Series. When it does so, it shall do so pursuant to a Financial Intermediary standard form of "Dealer's Agreement" as may be modified in the future.
(d) The offering price of the Shares of each Series shall be substantially the net asset value per share of each such Series next determined following receipt of an order plus the sales charge, if any, as stated in the form included in Exhibit B (the “Standard Dealer Agreement”)Prospectus. The Distributor may only enter into an agreement Trust shall furnish the Distributor, with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer all possible promptness, advice of the Fundeach computation of each Series' net asset value. The Distributor shall distribute Units only receive the entire amount of any sales charge as compensation for its services under this Agreement; however, the Distributor shall reallow the portion of such charge set forth in the Prospectus to broker-dealers entering into agreements with the Distributor to sell Shares of the Series.
(e) In addition to the above, the Distributor shall collect fees in an amount equal to a percentage (annual rate) of the assets of a Series' accounts during the preceding month, as provided in Schedule A to this Agreement and shall pay such Financial Intermediaries fees to broker-dealers with which it has executed dealer agreements as are members in good standing with FINRAcompensation for personal services rendered to shareholders of the Trust, including providing shareholder liaison services such as responding to shareholder inquiries and providing information to shareholders about their Trust accounts, and/or as fees for other distribution services. Such amounts shall be paid by the Trust at the end of each calendar month. The Distributor shall not be obligated Trust's obligation to make any payments to any broker-dealersdescribed in this paragraph (e) is contingent upon the continuance of the Trust's Distribution Service Plan, other financial intermediaries or other third parties, unless and in that connection it is understood that:
(i) such Plan shall remain in effect for one year from its adoption date and may be continued from year to year thereafter only if the Distributor has received Plan and any related agreements are approved at least annually by a corresponding payment from majority vote of the applicable Fund Trustees of the Trust, including a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any related agreement ("Independent Trustee"), cast in person at a meeting called for the purpose of voting on such Plan and agreements; and
(ii) such corresponding payment has been approved the Plan may be terminated with respect to any Series at any time by a majority vote of the each Fund’s Board.Independent Trustees or by vote of a majority of the outstanding voting securities of the Series. In the event the Plan is not continued or is terminated with respect to a Series, the provisions of this Agreement pursuant to which fees are paid to the Distributor shall automatically terminate with respect to that Series. 3
H. (f) The Distributor shall devote hereby agrees to use its best efforts to effect sales of Units find purchasers who shall purchase the Shares of the Funds but Series; it shall not be obligated to sell any certain number of Units.
I. The Distributor such Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.
L. Notwithstanding anything herein (g) The Distributor is authorized on behalf of the Trust to purchase Shares of the contrarySeries presented to it by dealers at the price determined in accordance with, and in the manner set forth in, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionProspectus.
Appears in 1 contract
Samples: Master Distribution Agreement (Gradison McDonald Cash Reserves Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Trust for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Trust under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Trust acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Trust or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Trust any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsTrust, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Trust may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in approved by the form included in Exhibit B Trust’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Trust acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundTrust’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsTrust, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor Distributor, subject to applicable federal and state laws and the Declaration of Trust and By-Laws of the Trust, agrees to act sell the Shares on a best efforts basis from time to time during the term of this Agreement as agent of each Fund for distribution of its Units, the Trust and upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in Registration Statement.
(b) Upon the later of the date of this AgreementAgreement or the initial offering of the Shares to the public of a Series, the term “Prospectus” with respect Distributor will hold itself available to a Fund shall mean each current prospectusreceive purchase orders, including satisfactory to the statement Distributor, for Shares of additional information, that Series and will accept such orders on behalf of the Trust as amended or supplemented, relating to such Fund and included in of the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) time of receipt of such Fund under the Securities Act of 1933 (the “1933 Act”) orders and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All promptly transmit such orders for Units shall be made through Financial Intermediaries (as defined below) or directly are accepted to the applicable Fund, or its designated Trust's transfer agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the ProspectusRegistration Statement.
(c) The Distributor in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers, including but not limited to Legg Xxxox Xxxx Xxxkxx, Xxc. A Fund or its designated ("Legg Xxxox"), as it may select. In making agreements with such dealers, the Distributor shall act only as principal and not as agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon for the Trust.
(d) The offering price of the Shares of each Series shall be the net asset value per Share as next determined by the Trust following receipt of payment therefor, will issue an order at the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to Distributor's principal office plus the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither itinitial sales charge, nor any other person acting on behalf of the Distributorif any, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only computed as set forth in the ProspectusRegistration Statement. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to The Trust shall promptly furnish the Distributor with a statement of the terms each computation of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationnet asset value.
D. (e) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (f) To facilitate redemption of Shares by shareholders directly or through dealers, the Distributor is authorized but not required on behalf of the Trust to repurchase Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. The Distributor shall prepare reports will receive no commission or other remuneration for repurchasing Shares. At the end of each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrarybusiness day, the Distributor shall notify by electronic means or in writing, the Trust and Boston Financial Data Services, Inc., the Trust's transfer agent of the orders for repurchase of Shares received by the Distributor since the last
(g) The Distributor shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Shares and any other services now or hereafter deemed to be appropriate subjects for the payment of "service fees" under Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). "Service activities" do not be required to register as a broker or dealer in any specific jurisdictioninclude transfer agency-related and other services for which the Distributor may receive compensation from the Trust.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Funds for distribution of its Unitsthe Units of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Funds under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the public offering of Units of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusUnits. All orders for Units shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Funds or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Units to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions [only applicable for interval funds; closed-end funds may subscribe to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase AIP services of UnitsDTCC].
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFunds.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators regulators, or self-regulatory organizations, those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to redeem or repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement. The Funds reserve the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, solely at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), if any, in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAFunds. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund fund and (ii) such corresponding payment has been approved by the each Fund’s Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Units sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Services and Duties of the Distributor. A. The 2.1 Distributor agrees to will act as agent of each Fund for the distribution of its Units, upon Units in accordance with the terms instructions of the Fund's Board of Directors and at the current offering price (plus sales charge, if any) described registration statement and prospectuses then in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” effect with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 1933, as amended (the “"1933 Act”) ").
2.2 Distributor may incur expenses for appropriate distribution activities which it deems reasonable which are primarily intended to result in the sale of Units, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current investors, and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute printing and mailing of sales literature. At the Units direction of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly to the applicable Fund, or its designated agent, Distributor may enter into servicing and/or selling agreements with qualified broker/dealers and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk persons with respect to the offering of Units to the Unitspublic, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by if it so chooses the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries may act as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAprincipal. The Distributor shall not be obligated to make incur any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to specific expenses nor sell any certain number of UnitsUnits of the Fund.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all 2.3 All Units of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected Fund offered for sale by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free offered for sale to furnish similar services the public at a price per Unit (the "offering price") provided in the Fund's then current prospectus. The Distributor shall have no liability for the payment of the purchase price of the Units sold pursuant to others so long as its services under this Agreement are not impaired therebyor with respect to redemptions or repurchases of the Units.
L. Notwithstanding anything herein 2.4 The Distributor shall act as distributor of the Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the contrary1940 Act, by the Securities and Exchange Commission (the "Commission") and the NASD.
2.5 The Distributor shall not utilize any materials in connection with the sales or offering of the Units except the Fund's prospectus and statement of additional information and such other materials as the Fund shall provide or approve. The Distributor agrees to provide compliance review of all sales literature and marketing materials prepared for use by or on behalf of the Fund in advance of the use of such materials. The Fund agrees to incorporate such changes to such materials as the Distributor shall not request. The Distributor will file the materials as may be required to register as a broker with the NASD, SEC or dealer in state securities commissioners. The Fund represents that it will not use or authorize the use of any specific jurisdictionadvertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
Appears in 1 contract
Samples: Distribution Agreement (Generation Hedge Strategies Fund LLC)
Services and Duties of the Distributor. A. (a) The Trust shall sell Shares through the Distributor agrees to act as agent of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and set forth in this Agreement. The Trust may also sell Shares directly, without the use of the Distributor, in accordance with applicable law, including, but not limited to: (a) Shares issued or sold in connection with the merger or consolidation of any other investment company with a Fund or the acquisition by purchase or otherwise of all or substantially all the assets of any investment company or substantially all the outstanding shares of any such company by a Fund; (b) Shares which may be offered by a Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of a Fund; (c) Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the applicable Fund’s Prospectus. All orders for Units , or (d) the sale of Shares to any person in a transaction which is exempt from registration under the 1000 Xxx.
(b) The distribution of the Shares to the public shall be made effected by the Distributor through Financial Intermediaries (as defined below) or directly various financial institutions that are permitted by law to offer and sell the Shares to the public (“Eligible Financial Institutions”) pursuant to agreements that provide that any Eligible Financial Institution shall indemnify and hold harmless the Funds so that in no event shall the Funds have any responsibility or liability to any person whatsoever on account of the acts and statements of any Eligible Financial Institution not contained in the Prospectus or sales literature or advertising material approved by the Fund. The Distributor shall have the right to select the Eligible Financial Institutions to whom the Shares will be offered by it, subject to the express provisions of this Agreement, applicable Fundsecurities laws and regulations, the Trust’s Agreement and Declaration of Trust and Bylaws and the Prospectus.
(c) During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of the Shares and will promptly forward all orders to the Trust or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. (d) The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved by the Trust.
(e) The Distributor may prepare and distribute sales literature and other materials related to the Funds as it may deem appropriate, provided that such literature and materials have been prepared in writing accordance with applicable laws and regulations and approved by such Fundthe Trust prior to use. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered conduct reviews of sales literature and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationother materials, the Distributor shall notify all Financial Intermediaries of such suspension or terminationand submit required filings with FINRA.
D. (f) The Distributor agrees to review all proposed advertising materials and sales literature for compliance use commercially reasonable efforts in connection with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering distribution of the UnitsShares, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (g) The Distributor shall prepare reports for each the Board of Trustees of the Trust (the “Board”) regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”h) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for the distribution of its Units, Shares of the Fund upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectusprospectus (if multiple current prospectuses exist for separate classes of Shares each a “Class”, collectively “Classes”), including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units Shares but shall not be obligated to sell any certain number of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated formShares. Unless otherwise agreed by The Fund shall have the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), right to accept or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed reject any subscription in accordance with the instructions theretoterms of its governing documents and its Prospectus. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return Fund shall give notice of such determination to the applicable Financial Intermediary any Investor Certificate that is not completed individual subscriber or financial intermediary as appropriate. No interest will be paid to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitssubscribers on rejected subscriptions.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), ) in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units Shares of the Funds. The Fund, using the Distributor’s standard form of dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund pursuant to such Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each Fund’s Board.
H. D. The Distributor shall devote its best efforts acknowledges and agrees that it is not authorized to effect provide any information or make any representations regarding the Fund other than as contained in the Prospectus and any sales of Units of literature and advertising materials specifically approved by the Funds but Fund. Distributor shall not be obligated to sell utilize any certain number materials in connection with the sale or offering of UnitsShares except the Prospectus and such other materials as the Fund shall provide or approve.
E. The Distributor agrees to review all proposed marketing materials for compliance with applicable FINRA and SEC advertising rules and regulations, and shall file with FINRA those marketing materials that it believes are in compliance with such laws and regulations, as further set forth in Appendix I. The Distributor agrees to furnish to the Fund any comments provided by regulators with respect to such materials. The Fund agrees to incorporate changes to such materials as Distributor may reasonably request to the satisfaction of Distributor. The Fund represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Distributor.
F. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. G. The Fund may, at the discretion of the Board, repurchase Shares tendered by shareholders of the Fund in accordance with the terms described in the Prospectus and the Registration Statement.
H. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, shall maintain membership with the prior written consent of NSCC and any other similar successor organization to sponsor a participant number for the Funds, such consent not Fund so as to enable the Shares to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. traded through FundSERV. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker responsible for any operational matters associated with FundSERV or dealer in any specific jurisdictionNetworking transactions.
Appears in 1 contract
Samples: Distribution Agreement (Octagon XAI CLO Income Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act sell Shares on a best efforts basis as agent of each for the Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto statement on Form N-2 (the “"Registration Statement”") of such the Fund filed under the Securities 1933 Act of 1933 (the “1933 Act”) and the 1940 Act. The Fund shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2.G. below.
B. The During the continuous public offering of Shares, the Distributor shall use reasonable best efforts will hold itself available to distribute receive orders submitted in good order, for the Units purchase of each Fund upon Shares and will accept such orders on behalf of the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries andreserves the right, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return written notice to the applicable Financial Intermediary Distributor, to: (a) reject any Investor Certificate that is not completed particular order to its or their satisfaction purchase Shares; and the Funds shall be under no obligation to accept any Investor Certificate (b) suspend sales of Shares or any order for the purchase of Unitsclass thereof.
C. The Distributor, with the operational assistance of the Fund's transfer agent, shall make Shares available for sale and redemption/repurchase (hereinafter "redemption" or "repurchase") through the National Securities Clearing Corporation's Fund/SERV System.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved by the Fund.
E. The Distributor agrees to cooperate with the Fund or its agent in writing by such Fundthe development of all proposed advertisements and sales literature relating to the Fund ("Communications with the Public"). The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature Communications with the Public for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature Communications with the Public it believes are in compliance with such laws and regulations. The Distributor agrees to shall furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. The Distributor agrees materials and to make any required filings with FINRA’s corporate financing department through COBRADesk with respect use its best efforts to obtain the offering approval of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor regulators to the extent required by FINRA or necessary to complete the filingssuch materials.
F. The Funds agree to Distributor shall repurchase Units tendered Shares offered for sale by shareholders of the Funds Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Fund and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor shall also act as agent for the Fund to receive and transmit promptly to the Fund's transfer agent, shareholder requests for redemption of Shares.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer Shares of the Fund. The Distributor form of any dealer agreement shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds Fund but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of any payments made pursuant to written plans adopted in accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1 plans") received by the Distributor.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all shall advise the Fund promptly in writing of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor initiation of any of its responsibilities hereunder; provided further that any such third parties shall be selected proceedings against it by the Distributor with reasonable careSecurities and Exchange Commission (the "SEC") or its staff, FINRA or any state regulatory authority.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free monitor amounts paid under Rule 12b-1 plans and pursuant to furnish similar services sales loads to others so long as its services under this Agreement are not impaired therebyensure compliance with applicable FINRA rules.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units Shares of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client, in its discretion, may refuse to accept any order for the purchase of Shares tendered to it. The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund Fund. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and (ii) redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. In performing its services under this Agreement, the Distributor shall conform in all respects with the requirements of all applicable U.S. federal and state laws relating to the offer and sale of the Shares.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. the Client or the investment adviser to the Fund(s).
E. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed sales and marketing materials provided by the Client for compliance with applicable Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and shall approve and file with FINRA those marketing materials and sales literature for that it believes are in compliance with applicable laws and regulations, andas required by the 1933 and 1940 Act, as applicableand rules thereunder, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulationsFINRA rules. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be in a form substantially in the form included in similar to that attached at Exhibit B and shall be approved by the Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary parties agree that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third partiesparties in connection with the distribution of Fund Shares, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. Upon reasonable request by the Client, the Distributor shall provide the Client with information relating to the services provided pursuant to this Agreement as necessary and applicable to enable the Client to complete required regulatory filings.
K. The Distributor may not enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all any of the Distributor’s obligations under this Agreement, with without the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that Client. The execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties hereunder and Distributor shall be selected by responsible for subcontractor’s protection of Client’s Confidential Information and liable for the acts and omissions of such subcontractor to the same extent as if they were acts and omissions of the Distributor with reasonable careunder this Agreement.
K. L. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein M. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by the Distributor pursuant to applicable law and FINRA rules, including Rule 31a-1(d) under the 1940 Act. Upon request, the Distributor will promptly provide copies of any such records as reasonably requested in writing by the Client. The Distributor shall assist the Client and its designated agents or, upon approval of the Client, any regulatory or self-regulatory body of the Client, in any requested review of the records maintained by the Distributor pursuant to applicable law and FINRA rules, including Rule 31a-1(d) under the 1940 Act.
N. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the contraryDistributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Client’s Chief Compliance Officer or the Board.
O. The Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered, other than the 50 states, Washington D.C., Puerto Rico, Guam, and U.S. Virgin Islands.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act arrange to sell, as agent for the Trust and from time to time during the term of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including Shares of the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund Series upon the terms and conditions contained herein and described in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries .
(as defined belowb) or directly During the continuous public offering of the Shares of the Series, the Distributor will hold itself available to receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of such Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Trust as of the time of receipt of such orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesTrust as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated .
(c) The Distributor, as agent will confirm orders for the Trust and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return enter into agreements with such registered and qualified retail broker-dealers as it may select pursuant to which such broker-dealers may also arrange for the applicable Financial Intermediary any Investor Certificate that is not completed sale or sell Shares of the Series. The Distributor, as a retail broker-dealer may also sell shares of the Series. When it does so, it shall do so pursuant to its or their satisfaction and a standard form of "Dealer's Agreement" as may be modified in the Funds future.
(d) The offering price of the Shares of each Series shall be under no obligation to accept any Investor Certificate or any the net asset value per share of each such Series next determined following receipt of an order for plus the purchase of Units.
C. sales charge, if any, as stated in the Prospectus. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of Trust shall furnish the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fundwith all possible promptness, advice of each computation of each Series' net asset value. The Distributor shall require that receive the Financial Intermediaries acknowledge that Units will be offered and sold only entire amount of any sales charge as compensation for its services under this Agreement; however, the Distributor shall reallow the portion of such charge as set forth in the Prospectus. Each Fund may suspend or terminate Prospectus to broker-dealers entering into agreements with the offering Distributor to sell Shares of its Units at any time. Upon notice the Series.
(e) In addition to the Distributor of the terms of such suspension or terminationabove, the Distributor shall notify all Financial Intermediaries collect fees in an amount equal to a percentage (annual rate) of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, andthe assets of a Series' accounts during the preceding month, as applicable, provided in Schedule A to this Agreement and shall file pay such fees to broker-dealers with appropriate regulators those advertising materials which it has executed dealer agreements as compensation for personal services rendered to shareholders of the Trust including providing shareholder liaison services such as responding to shareholder inquiries and sales literature it believes are in compliance with such laws and regulationsproviding information to shareholders about their Trust accounts. Such amounts shall be paid by the Trust at the end of each calendar month. The Distributor agrees Trust's obligation to furnish make payments described in this paragraph (e) is contingent upon the continuance of the Trust's Distribution Service Plan, and in that connection it is understood that:
(i) such Plan shall remain in effect for one year from its adoption date and may be continued from year to year thereafter only if the Funds Plan and any comments provided related agreements are approved at least annually by regulators a majority vote of the Trustees of the Trust, including a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any related agreement ("Independent Trustee"), cast in person at a meeting called for the purpose of voting on such Plan and agreements; and
(ii) the Plan may be terminated with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk Series at any time by a majority vote of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Series. In the event the Plan is not continued or is terminated with respect to a Series, the offering provisions of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by this Agreement pursuant to which fees are paid to the Distributor shall automatically terminate with respect to the extent required by FINRA or necessary to complete the filingsthat Series.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. (f) The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided hereby agrees to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote use its best efforts to effect sales of Units find purchasers who shall purchase the Shares of the Funds but Series; it shall not be obligated to sell any certain number of Units.
I. The Distributor such Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.. 3
L. Notwithstanding anything herein (g) The Distributor is authorized on behalf of the Trust to purchase Shares of the contrarySeries presented to it by dealers at the price determined in accordance with, and in the manner set forth in, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionProspectus.
Appears in 1 contract
Samples: Master Distribution Agreement (Gradison McDonald Municipal Custodian Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Trust for distribution of its Unitsthe Shares, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the Fund’s current prospectus, including prospectus and the statement of additional information, as amended or supplemented, relating to such Fund and information included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Trust under the Securities Act of 1933 (the “1933 Act”) and the 1940 ActAct as amended or supplemented.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to through the applicable Fund, or its Trust’s designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Trust other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationTrust.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to shall promptly furnish to the Funds Trust any comments provided by regulators with respect to such materials.
E. The Distributor Trust agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Trust in accordance with the Funds’ Trust’s obligations in the Prospectus and the Registration Statement. The Trust reserves the right to suspend such repurchase right and, if it does so, it will provide prompt written notice to the Distributor.
G. F. The Distributor may, in its discretion, and shall, at the request of the FundsTrust, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other financial intermediaries also may sell Units of the FundsShares. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the Trust, such form included in Exhibit B (may not be amended without the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRATrust’s written consent. The Distributor shall not be obligated to make any payments to any broker-dealers, other the financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund Trust’s plan of distribution (“Plan”) adopted pursuant to an order from the Securities and (ii) Exchange Commission similar to a plan an open-end investment company could adopt pursuant to Rule 12b-1 under the 1940 Act, and such corresponding payment has been approved by the each FundTrust’s BoardTrustees or (ii) the Distributor has otherwise received a corresponding payment from the Trust. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and repurchased or tendered for repurchase within seven business days after the date of confirmation of such purchases.
H. G. The Distributor shall devote its best efforts to effect sales of Units of the Funds Shares but shall not be obligated to sell any certain number of UnitsShares.
I. H. The Distributor shall prepare reports for each Board the Trustees regarding its activities under this Agreement as from time to time shall be reasonably requested by such Boardthe Trustees, including reports regarding the use of payments under the Plan received by the Distributor, if any.
J. I. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsTrust, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. J. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. K. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Little Harbor MultiStrategy Composite Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable its best efforts to distribute the Units Shares but shall not be obligated to sell any certain number of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, andand shall, as applicableon a timely basis, shall file with appropriate regulators FINRA those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts monitor amounts paid to effect sales of Units of Distributor in connection with the Funds but shall not be obligated to sell any certain number of UnitsFund’s Rule 12b-1 Plan for compliance with applicable FINRA rules.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered; provided that the Distributor shall at all times during the term of this Agreement be registered as a broker-dealer with the SEC under the 1934 Act and a member in good standing of FINRA.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
N. The Distributor shall, as soon as reasonably possible thereafter, notify the Client of any changes in how the Distributor provides the services contemplated under this Agreement that would materially and adversely affect the Client or the Funds.
O. The Distributor shall, as soon as reasonably practicable thereafter, notify the Client of any material adverse change in the Distributor’s regulatory status that would prevent or materially impair the Distributor from carrying out its duties and obligations under this Agreement.
P. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Client shall at all times remain the property of the Client, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. Records may be surrendered in the form in which such records are maintained, or in electronic form if such electronic form is compliant with Rule 31a-2 under the 1940 Act, at the option of the Distributor. The Distributor shall assist the Client and its designated agents or, upon approval of the Client , any regulatory or self-regulatory body, in any requested review of the records maintained by the Distributor pursuant to Rule 31a-1(d) under the 1940 Act.
Q. During the term of this Agreement, the Distributor will maintain at its expense, insurance coverage adequate to cover the services provided by the Distributor to the Client hereunder. Upon the Client’s reasonable request, which in no event shall be more than once annually, the Distributor shall furnish to the Client a summary of the Distributor’s applicable insurance coverage. Distributor shall, as soon as reasonably practicable, notify the Client of any material adverse change in the terms or provisions of its insurance coverage, and such notification shall include the date and reason(s) for such change.
R. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to compliance with, and material violations of, the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Client’s Chief Compliance Officer or Board.
S. The Distributor shall enter into and shall maintain in effect at all times during the term of this Agreement a business continuity plan, including internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Client and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. The Distributor shall take commercially reasonable steps to minimize service interruptions.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act arrange to sell, as agent for the Trust and from time to time during the term of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including Shares of the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund Series upon the terms and conditions contained herein and described in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries .
(as defined belowb) or directly During the continuous public offering of the Shares of the Series, the Distributor will hold itself available to receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of such Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Trust as of the time of receipt of such orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesTrust as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated .
(c) The Distributor, as agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges Trust and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, may enter into agreements with such registered and qualified retail broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that pursuant to which such broker-dealers and other intermediaries may also may arrange for the sale or sell Units Shares of the FundsSeries.
(d) The offering price of the Shares of each Series shall be the net asset value per share of each such Series next determined following receipt of an order plus the sales charge, if any, as stated in the Prospectus. The dealer agreement entered into between Trust shall furnish the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement Distributor, with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer all possible promptness, advice of the Fundeach computation of each Series' net asset value. The Distributor shall distribute Units only receive the entire amount of any sales charge (initial or deferred) as compensation for its services under this Agreement; however, the Distributor may reallow all or any portion of such charge to such Financial Intermediaries as are members in good standing broker-dealers entering into agreements with FINRA. the Distributor to sell Shares of the Series.
(e) In addition to the above, the Distributor shall also receive compensation pursuant to any separate Distribution Plan or Agreement entered into with the Trust.
(f) The Distributor shall not be obligated hereby agrees to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote use its best efforts to effect sales of Units find purchasers who shall purchase the Shares of the Funds but Series; it shall not be obligated to sell any certain number of Units.
I. The Distributor such Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.
L. Notwithstanding anything herein (g) The Distributor is authorized on behalf of the Trust to purchase Shares of the contrarySeries presented to it by dealers at the price determined in accordance with, and in the Distributor shall not be required to register as a broker or dealer manner set forth in any specific jurisdictionthe Prospectus.
Appears in 1 contract
Samples: Principal Underwriting Agreement (Gradison Growth Trust)
Services and Duties of the Distributor. A. a. The Distributor agrees to act serve as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The b. During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable its best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
c. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. d. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. e. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws SEC and regulationsFINRA advertising rules and regulations and shall, andon a timely basis, as applicable, shall file with appropriate regulators FINRA those advertising marketing materials and sales literature that it believes are in compliance with such laws and regulationsrequired to be filed. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to f. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and and/or selling agreement, in a Financial Intermediary form similar to that attached at Exhibit C, shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
g. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. h. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. i. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any, as well as reports regarding the Distributor’s due diligence and monitoring of financial intermediaries with whom it has entered agreements on behalf of a Fund.
J. j. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. k. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. l. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered; provided, however, that the Distributor shall at all times during the term of this Agreement be registered as a broker-dealer with the SEC under the 1934 Act and a member in good standing of FINRA.
m. The Distributor is not authorized by the Client to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Client for the Distributor’s use.
n. The Distributor shall implement and maintain a business continuity/disaster recovery plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as are necessary to safeguard the Client’s confidential information and the nonpublic personal information of Fund shareholders, all in accordance with industry standards and applicable regulatory requirements. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide information with respect to the Compliance Program, including without limitation, information and certifications with respect to compliance with, and material violations of, the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Client’s Chief Compliance Officer or Board.
o. The Distributor will maintain at its expense an errors and omissions insurance policy adequate to cover services provided by the Distributor hereunder.
p. The Distributor agrees to maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Client shall at all times remain the property of the Client, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request; provided, however, that Distributor may retain such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.
q. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and regulations, and, as applicable, Exchange Commission (“SEC”) and FINRA advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C and shall be approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. K. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered
L. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
N. The Distributor shall promptly advise (to the extent permitted) the Client in writing of any material action, correspondence or other communication by (i) the Securities and Exchange Commission (“SEC”) or its staff, or (ii) FINRA, or its staff, received by the Distributor and relating to the Client or a Fund.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for the distribution of its Units, Shares of the Fund upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries entries, and, upon receipt of payment thereforpayment, will issue the appropriate number of Units Shares in an uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature for compliance with applicable laws FINRA and regulations, and, as applicable, SEC advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature that it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund with any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and Prospectus. The Fund reserves the Registration Statementright to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), ) in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units Shares of the FundsFund. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Fund (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, parties unless (i) the Distributor has received a corresponding payment from the applicable Fund pursuant to such Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive exclusive, and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Connetic Venture Capital Access Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units Shares but is not obligated to sell any specific number of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Client and each Fund retains the right to make direct sales of Shares consistent with the terms of the Registration Statement and applicable law, and to engage in other legally authorized transactions in Shares which do not involve the sale of Shares to the general public. Unless otherwise agreed by Such transactions may include, without limitation, transactions between the parties heretoClient or any Fund or class and its shareholders only, Arden Asset Management LLCtransactions involving reorganization of the Fund or any series, and transactions involving the Funds’ investment adviser merger or combination of the Fund or any series with another corporation or trust.
D. The Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (“AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. E. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. F. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to G. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and/or selling agreement shall in a form similar to that attached at Exhibit C and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
H. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. I. In accordance with the Prospectus and applicable law, Client’s officers, in their sole discretion, may decline to accept any or all purchase orders for Shares. The Distributor shall devote its best efforts Client may also decline to effect make any sales of Units Shares for any reason, subject to the provisions of the Funds but shall not be obligated to sell any certain number of Units1940 Act.
I. J. The Distributor shall prepare reports for each the Board or the Client (as requested by the Client’s officers) regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including certifications of compliance with applicable law and regulations as needed to comply with Rule 38a-1 of the 1940 Act, and reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. K. Distributor shall facilitate discussions with potential financial intermediaries.
L. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. M. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. N. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered
O. In performing the services contemplated by this Agreement, the Distributor shall be an independent contractor and neither the Distributor, nor any of its officers, directors, employees or representatives is or shall be an employee or agent of the Client in the performance of the Distributor’s responsibilities under this Agreement.
P. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.. 4856-8762-6516.2
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C hereto and shall be approved by the form included in Exhibit B Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”), if any, and (ii) such corresponding payment Plan has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.Shares. 4856-8762-6516.2
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for each of the Funds, from time to time during the term of this Agreement, Shares (whether unissued or treasury shares, in each Fund for distribution of its Units, Fund's sole discretion) upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s prospectus of the Company (the "Prospectus"). As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each current prospectus, including the Prospectus and Statement of Additional Information included as part of the Company's registration statement of additional informationon Form N-1A, as such Prospectus and Statement of Additional Information may be amended or supplementedsupplemented from time to time, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “term "Registration Statement”) of such Fund " shall mean the Registration Statement on Form N-1A most recently filed by the Company with the Securities and Exchange Commission and effective under the Securities Act of 1933 1933, as amended (the “"1933 Act”) "), and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect.
B. (b) The Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders as of the time of payment for those orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesCompany’s transfer and dividend disbursing agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
(c) The Distributor in its discretion may sell Shares to such registered and qualified retail dealers as it may select. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCIn making agreements with such dealers, the Funds’ investment adviser (Distributor shall act only as principal and not as agent for the “Adviser”), Company or SEI Investments Global Funds Services, any of the Funds’ administrator .
(d) The offering price of any class of the “Administrator”), Shares shall be responsible for reviewing each Investor Certificate to confirm that it has been completed the net asset value (as defined in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase Articles of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf Incorporation of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus Company and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only determined as set forth in the Prospectus) next determined following receipt of payment. Each Fund may suspend or terminate shall furnish the offering Distributor, with all possible promptness, an advice of its Units at any time. Upon notice to the Distributor each computation of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationnet asset value.
D. (e) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders review and subscriptions upon receiptprocess purchase orders, will make appropriate book entries and, upon receipt of payment therefor, will and issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsRegistration Statement.
C. The Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (“FundSERV”). The Client acknowledges and agrees that the Distributor shall not be responsible for any operational matters associated with FundSERV or Networking (as that term is defined by NSCC), including but not limited to taking orders from financial intermediaries.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment manager to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and regulations, and, as applicable, Exchange Commission (“SEC”) and FINRA advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish promptly to the Funds Client any comments provided by FINRA or other regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached as Exhibit C and shall be approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any. If requested by the Client, one or more representatives of the Distributor will attend meetings of the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheldClient; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor. Distributor shall not be responsible for the redemption of shares by shareholders of the Funds in accordance with the Client’s obligations in the Prospectus and the Registration Statement.
Appears in 1 contract
Samples: Distribution Agreement (Gmo Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The FundFundSERV or Networking transactions, the Adviser or the Administratorincluding, in its or their sole discretionbut not limited to, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements Non-Standard Dealer Agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C and shall be approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for the Company during the term of each Fund for distribution of its Unitsthis Agreement, Shares upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement Prospectus and Statement of additional information, as amended or supplemented, relating to such Fund and Additional Information that is included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. (b) The Distributor shall use reasonable best efforts will make itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Company and directed will transmit such orders to the Fund by the Financial IntermediariesFunds' transfer agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the current Prospectus and Statement of Additional Information (hereinafter referred to jointly as the "Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon ").
(c) The offering price of Shares shall be determined following the receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed an order in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as procedures set forth in the Prospectus. Each Fund may suspend or terminate The Company shall furnish the offering Distributor, with all possible promptness, advice of its Units at any time. Upon notice to the Distributor each computation of net asset value of the terms of Shares.
(d) The Distributor in its discretion may sell Shares to such suspension or terminationregistered and qualified retail dealers and financial services firms ("Firms") as it may select. In making agreements with such firms, the Distributor shall notify all Financial Intermediaries of such suspension or terminationact only as principal and not as agent for the Company.
D. (e) The Distributor agrees may also appoint such Firms to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulationsprovide distribution services to investors. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to Firms shall provide such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds facilities and the Adviser fully cooperate with Distributor and provide all personnel as is necessary or beneficial for providing information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of regarding the Funds, enter into agreements distribution of sales literature, prospectuses, promotional material and information, and assisting with Fund services and privileges for clients of such qualified broker-dealers Firms and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units shareholders of the Funds. The dealer agreement entered into between Distributor may also provide the above services to the Company and shall coordinate transfer agency services for the Company.
(f) The Distributor shall order Shares from the Company only to the extent it has received purchase orders therefor. Shares offered for sale or sold by the Distributor and a Financial Intermediary shall be substantially so offered or sold at a price per share determined in accordance with the form included Prospectus. The price the Company shall receive for all Shares purchased from it shall be the net asset value of such Shares as determined in Exhibit B (accordance with the “Standard Dealer Agreement”)Prospectus. The Distributor may only enter into an agreement with a Financial Intermediary that is materially different pay commissions or fees to Firms and to others in its discretion in such amounts as the Distributor shall determine from time to time and as provided in the Standard Dealer Agreement so long as advance notice has been provided to an officer of the FundProspectus. The Distributor shall distribute Units only be entitled to receive and retain any applicable contingent deferred sales charge as described in the current Prospectus. In addition to sales made by it as agent of the Company, the Distributor may also sell Shares as principal to persons with whom it does not have selling group agreements.
(g) The Distributor will not make, or authorize Firms or others to make, any short sales of Shares. The Distributor, as agent of and for the account of the Company, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus. In selling or reacquiring Shares for the account of the Company, the Distributor will in all respects conform to the requirements of all state and federal laws and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") relating to such Financial Intermediaries sale or reacquisition, as are members in good standing with FINRAthe case may be, and will indemnify and save harmless the Fund from any damage or expense on account of any wrongful act by the Distributor or any employee, representative or agent of the Distributor. The Distributor shall not will observe and be obligated bound by all the provisions of the Agreement and the provisions of the Prospectus.
(h) The Distributor shall, for all purposes herein provided, be deemed to make any payments to any broker-dealers, other financial intermediaries or other third partiesbe an independent contractor and, unless (i) expressly provided herein or otherwise authorized, shall have no authority to act for or represent the Company in any way. The Distributor and its affiliates, by separate agreement with the Company, may also serve the Company in other capacities. The services of the Distributor has received a corresponding payment from to the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each Board regarding its activities Company under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive exclusive, and the Distributor shall be free to furnish render similar services or other services to others so long as its services under this Agreement hereunder are not materially impaired thereby.
L. Notwithstanding anything herein (i) The Distributor shall issue and deliver or shall arrange for various Firms to issue and deliver on behalf of the Company such confirmations of sales made by it pursuant to this Agreement as may be required. At or prior to the contrarytime of issuance of Shares, the Distributor will pay or cause to be paid to the Company the amount due the Company for the sale of such Shares. Certificates shall not be required to register issued or Shares registered on the transfer books of the Company in such names and denominations as a broker or dealer in any specific jurisdictionthe Distributor may specify.
Appears in 1 contract
Samples: Rule 12b 1 Distribution and Services Agreement (First Eagle Sogen Funds Inc)
Services and Duties of the Distributor. A. The Distributor agrees to will act as agent of each Fund for the distribution of its Units, upon Shares in accordance with the terms instructions of the Trust's Board of Trustees and at the current offering price (plus sales charge, if any) described registration statement and prospectuses then in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” effect with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund Funds under the Securities Act of 1933 (the “"1933 Act”) and the 1940 Act").
B. The Distributor shall use may incur expenses for appropriate distribution activities that it deems reasonable best efforts that are primarily intended to distribute the Units of each Fund upon the terms and conditions contained herein and result in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to the applicable Fund, or its designated agentother than current shareholders, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investingthe printing and mailing of sales literature, such Investor Certificate to be obtained and directed to provided that the Fund by approves any such activity. With the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination's approval, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials may enter into servicing and sales literature for compliance selling agreements with applicable laws qualified broker-dealers and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk other persons with respect to the offering of Shares to the Unitspublic, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by if it so chooses, the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in will act only on its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries own behalf as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAprincipal. The Distributor shall not be obligated to make incur any payments to any broker-dealers, other financial intermediaries specific expenses or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares of any Fund.
I. The C. All Shares of the Funds offered for sale by the Distributor shall prepare reports be offered for each Board regarding its activities under this Agreement as from time sale to time the public at a price per unit (the "offering price") equal to their net asset value (determined in the manner set forth in the Funds' then current prospectus), plus, except to those classes of persons set forth in the then current prospectus, a sales charge that shall be reasonably requested the percentage of the offering price of such shares as set forth in the Funds' then current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. The excess, if any, of the sales price over the net asset value of the Shares paid by an investor in connection with his or her purchase of Shares shall be retained by the Distributor as a commission for its services hereunder. Concessions to broker-dealers and other persons shall be set forth in either the selling agreements, or if such Boardconcessions are described in the Funds' then current prospectus, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement shall be authorized to act as agent for the Funds in connection with the offering or sale of their Shares to the public or otherwise.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some D. If any shares sold by the Funds are redeemed or all of the Distributor’s obligations under this Agreement, with the prior written consent of repurchased by the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve or by the Distributor as agent, or are tendered for redemption, within seven (7) business days after the date of any confirmation of its responsibilities hereunder; provided further that any such third parties the original purchase of said Shares, the Distributor shall be selected forfeit the amount above the net asset value received by the Distributor with reasonable care.
K. The services furnished respect of such Shares, provided that the portion, if any, of such amount re-allowed, by the Distributor hereunder are not to broker-dealers or other persons shall be deemed exclusive repayable to the Funds only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include in the forms of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Funds or by the Distributor as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial purchases.
E. The Distributor shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Securities and Exchange Commission (the "SEC") and the NASD.
F. The Distributor shall not utilize any materials in connection with the sales or offering of Shares except the Trust's prospectus and statement of additional information and such other materials as the Trust shall provide or approve. The Distributor agrees to provide compliance review of all sales literature and marketing materials prepared for use by or on behalf of the Funds in advance of the use of such materials. The Distributor will file the materials as may be free to furnish similar services to others so long as required with the NASD, SEC or state securities administrators. Each party agrees and represents that it will not use or authorize the use of any advertising or sales materials unless and until such materials have been approved and authorized for use by the other party hereto.
G. For its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contraryhereunder, the Distributor shall not receive the fees and be required to register as a broker or dealer reimbursed the expenses provided in any specific jurisdictionSchedule B hereto.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for the Fund, from time to time during the term of each Fund for distribution of its Unitsthis Agreement, Common Stock (whether unissued or treasury shares, in the Fund's sole discretion) upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each current prospectus, including the statement prospectus included as part of additional informationthe Fund's Registration Statement, as such prospectus may be amended or supplementedsupplemented from time to time, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “term "Registration Statement”) of such " shall mean the Registration Statement most recently filed from time to time by the Fund with the Securities and Exchange Commission and effective under the Securities 1933 Act of 1933 (the “1933 Act”) and the 1940 Act, as such Registration Statement as amended by any amendments thereto as the time in effect.
B. The (b) Upon commencement of the Fund's operations, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Common Stock and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Fund as of the time of receipt of such orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesFund's transfer and dividend disbursing agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
(c) The Distributor in its discretion may sell shares to such registered and qualified retail dealers as it may select. A In making agreements with such dealers, the Distributor shall act only as principal and not as agent for the Fund.
(d) The offering price of shares of each Portfolio of Common Stock shall be the net asset value (as defined in the Articles of Incorporation of the Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon determined as set forth in the Prospectus) per share of such Portfolio of the Common Stock next determined following receipt of payment thereforan order, will issue plus, in the appropriate number case of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCClass A Shares and Class X Shares, the Funds’ investment adviser (the “Adviser”)applicable front-end sales charge, or SEI Investments Global Funds Servicesif any, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only determined as set forth in the Prospectus. Each The Fund may suspend or terminate shall furnish the offering Distributor, with all possible promptness, an advice of its Units at any time. Upon notice to the Distributor each computation of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationnet asset value.
D. (e) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shares of Common Stock and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.
L. Notwithstanding anything herein (f) The Distributor is authorized on behalf of the Fund to purchase shares presented to it by dealers at the contraryprice determined in accordance with, and in the manner set forth in, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionProspectus.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor Distributor, subject to applicable federal and state laws and the Declaration of Trust and By-Laws of the Trust, agrees to act sell the Shares on a best efforts basis from time to time during the term of this Agreement as agent of each Fund for distribution of its Units, the Trust and upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in Registration Statement.
(b) Upon the later of the date of this AgreementAgreement or the initial offering of the Shares to the public of a Series, the term “Prospectus” with respect Distributor will hold itself available to a Fund shall mean each current prospectusreceive purchase orders, including satisfactory to the statement Distributor, for Shares of additional information, that Series and will accept such orders on behalf of the Trust as amended or supplemented, relating to such Fund and included in of the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) time of receipt of such Fund under the Securities Act of 1933 (the “1933 Act”) orders and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All promptly transmit such orders for Units shall be made through Financial Intermediaries (as defined below) or directly are accepted to the applicable Fund, or its designated Trust's transfer agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the ProspectusRegistration Statement.
(c) The Distributor in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers, including but not limited to Xxxx Xxxxx Xxxx Xxxxxx, Inc. ("Xxxx Xxxxx"), as it may select. A Fund or its designated In making agreements with such dealers, the Distributor shall act only as principal and not as agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon for the Trust.
(d) The offering price of the Shares of each Series shall be the net asset value per Share as next determined by the Trust following receipt of payment therefor, will issue an order at the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to Distributor's principal office plus the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither itinitial sales charge, nor any other person acting on behalf of the Distributorif any, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only computed as set forth in the ProspectusRegistration Statement. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to The Trust shall promptly furnish the Distributor with a statement of the terms each computation of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationnet asset value.
D. (e) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (f) To facilitate redemption of Shares by shareholders directly or through dealers, the Distributor is authorized but not required on behalf of the Trust to repurchase Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. The Distributor shall prepare reports will receive no commission or other remuneration for repurchasing Shares. At the end of each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrarybusiness day, the Distributor shall notify by electronic means or in writing, the Trust and Boston Financial Data Services, Inc., the Trust's transfer agent of the orders for repurchase of Shares received by the Distributor since the last such report, the amount to be paid for such Shares, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Trust shall pay the Distributor such amounts as are required by the Distributor for the repurchase of such Shares in cash or in the form of a credit against monies due the Trust from the Distributor as proceeds from the sale of Shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust's transfer agent shareholder and dealer requests for redemption of Shares.
(g) The Distributor shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Shares and any other services now or hereafter deemed to be appropriate subjects for the payment of "service fees" under Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). "Service activities" do not be required to register as a broker or dealer in any specific jurisdictioninclude transfer agency-related and other services for which the Distributor may receive compensation from the Trust.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client’s principal underwriter for the distribution of its Unitsthe Shares of the Funds, upon in accordance with the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by The Distributor shall not be obligated to sell any certain number of Shares.
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser (Funds so as to enable the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), Shares to be traded through FundSERV. The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, regulations and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such redemption or repurchase right upon written notice to the Distributor, which written notice may be made via electronic mail in accordance with the terms of Section 15 of this Agreement.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding an authorized payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments paid by the Fund, if any.
J. I. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. J. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. K. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered, other than as represented in Section 4(A)(iv) of this Agreement.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for each of the Funds, from time to time during the term of this Agreement, Shares (whether unissued or treasury shares, in each Fund for distribution of its Units, Fund’s sole discretion) upon the terms and at the current offering price (plus sales charge, if any) described in the prospectus of the applicable Fund’s Fund (the “Prospectus”). As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the Prospectus and Statement of Additional Information included as part of the Company’s registration statement of additional informationon Form N-1A, as such Prospectus and Statement of Additional Information may be amended or supplementedsupplemented from time to time, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the term “Registration Statement”) of such Fund ” shall mean the Registration Statement on Form N-1A most recently filed by the Company with the Securities and Exchange Commission and effective under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect.
B. (b) The Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders as of the time of payment for those orders and directed will transmit such orders as are so accepted to the Fund by the Financial IntermediariesCompany’s transfer and dividend disbursing agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
(c) The Distributor in its discretion may sell Shares to such registered and qualified retail dealers as it may select. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCIn making agreements with such dealers, the Funds’ investment adviser (Distributor shall act only as principal and not as agent for the “Adviser”), Company or SEI Investments Global Funds Services, any of the Funds’ administrator .
(d) The offering price of the “Administrator”), Shares shall be responsible for reviewing each Investor Certificate to confirm that it has been completed the net asset value (as defined in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase Articles of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf Incorporation of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus Company and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only determined as set forth in the Prospectus) next determined following receipt of payment. Each Fund may suspend or terminate shall furnish the offering Distributor, with all possible promptness, an advice of its Units at any time. Upon notice to the Distributor each computation of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationnet asset value.
D. (e) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor Shares and nothing herein contained shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve prevent the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor from entering into like distribution arrangements with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others other investment companies so long as the performance of its services under this Agreement are obligations hereunder is not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Funds for distribution of its Unitsthe Units of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Funds under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the public offering of Units of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectusherein. All orders for Units shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund Each Fund, in its sole discretion, may refuse to accept any order for the purchase of Units tendered to it. The Funds or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Units to be traded through FundSERV. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFunds.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to redeem or repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement. The Funds reserve the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAFunds. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor Foreside has received a corresponding payment from the applicable Fund fund and (ii) such corresponding payment has been approved by the each Fund’s Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Units sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. In performing its services under this Agreement, the Distributor shall materially conform in all respects with the requirements of all applicable U.S. federal and state laws relating to the offer and sale of the Shares.
Appears in 1 contract
Samples: Distribution Agreement (Ramius Archview Credit & Distressed Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Funds for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Funds under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Funds or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor shall maintain membership with the National Securities Clearing Corporation and any other similar successor organization to sponsor a participant number for the Funds.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFunds.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to redeem or repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement. The Funds reserve the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAFunds. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor Foreside has received a corresponding payment from the applicable Fund fund and (ii) such corresponding payment has been approved by the each Fund’s Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Conversus StepStone Private Markets)
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell, as agent for the Trust during the term of each Fund for distribution of its Unitsthis Agreement, Shares upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement Prospectus and Statement of additional information, as amended or supplemented, relating to such Fund and Additional Information that is included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. (b) The Distributor shall use reasonable best efforts will make itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained orders on behalf of the Trust and directed will transmit such orders to the Fund by the Financial IntermediariesFunds' transfer agent as promptly as practicable. Such purchase Purchase orders shall be deemed effective at the time and in the manner set forth in the current Prospectus and Statement of Additional Information (hereinafter referred to jointly as the "Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon ").
(c) The offering price of Shares shall be determined following the receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed an order in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as procedures set forth in the Prospectus. Each Fund may suspend or terminate The Trust shall furnish the offering Distributor, with all possible promptness, advice of its Units at any time. Upon notice to the Distributor each computation of net asset value of the terms of Shares.
(d) The Distributor in its discretion may sell Shares to such suspension or terminationregistered and qualified retail dealers and financial services firms ("Firms") as it may select. In making agreements with such firms, the Distributor shall notify all Financial Intermediaries of such suspension or terminationact only as principal and not as agent for the Trust.
D. (e) The Distributor agrees may also appoint such Firms to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulationsprovide distribution services to investors. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to Firms shall provide such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds facilities and the Adviser fully cooperate with Distributor and provide all personnel as is necessary or beneficial for providing information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of regarding the Funds, enter into agreements distribution of sales literature, prospectuses, promotional material and information, and assisting with Fund services and privileges for clients of such qualified broker-dealers Firms and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units shareholders of the Funds. The dealer agreement entered into between Distributor may also provide the above services to the Trust and shall coordinate transfer agency services for the Trust.
(f) The Distributor shall order Shares from the Trust only to the extent it has received purchase orders therefor. Shares offered for sale or sold by the Distributor and a Financial Intermediary shall be substantially so offered or sold at a price per share determined in accordance with the form included Prospectus. The price the Trust shall receive for all Shares purchased from it shall be the net asset value of such Shares as determined in Exhibit B (accordance with the “Standard Dealer Agreement”)Prospectus. The Distributor may only enter into an agreement with a Financial Intermediary that is materially different pay commissions or fees to Firms and to others in its discretion in such amounts as the Distributor shall determine from time to time and as provided in the Standard Dealer Agreement so long as advance notice has been provided to an officer of the FundProspectus. The Distributor shall distribute Units only be entitled to receive and retain any applicable contingent deferred sales charge as described in the current Prospectus. In addition to sales made by it as agent of the Trust, the Distributor may also sell Shares as principal to persons with whom it does not have selling group agreements.
(g) The Distributor will not make, or authorize Firms or others to make, any short sales of Shares. The Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Prospectus. In selling or reacquiring Shares for the account of the Trust, the Distributor will in all respects conform to the requirements of all state and federal laws and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") relating to such Financial Intermediaries sale or reacquisition, as are members in good standing with FINRA. The Distributor shall not be obligated to make the case may be, and will indemnify and save harmless the Fund from any payments to any broker-dealers, other financial intermediaries damage or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor expense on account of any of its responsibilities hereunder; provided further that any such third parties shall be selected wrongful act by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contraryor any employee, the Distributor shall not be required to register as a broker representative or dealer in any specific jurisdiction.agent of the
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales chargecharges, if any) ), all as described in the applicable FundClient’s then current Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund(s) so as to enable the Shares to be traded through NSCC’s FundSERV system. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), The Distributor shall not be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance any operational matters associated with the instructions thereto. The Fund, the Adviser FundSERV or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsNetworking transactions.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds to any person or entity other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, andregulations (and make compliance recommendations, as applicablenecessary), and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it the Distributor and/or Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the The Distributor has received a corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“12b-1 Plan”) and (ii) such corresponding payment has been approved by the each FundClient’s Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 Plan payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the The Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction and maintain its registration in any jurisdiction in which any Fund is registered and has sold Shares.
Appears in 1 contract
Samples: Distribution Agreement (Lyons Funds)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for the distribution of its Units, Shares of the Fund upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units Shares but shall not be obligated to sell any certain number of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated formShares. Unless otherwise agreed by The Fund shall have the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), right to accept or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed reject any subscription in accordance with the instructions theretoterms of its governing documents and its Prospectus. The Fund, Fund shall give notice of such determination to the Adviser individual subscriber or the Administratorfinancial intermediary as appropriate. No interest will be paid to subscribers on rejected subscriptions.
C. The Distributor may, in its or their sole discretion, and shall, at the request of the Fund, enter into agreements with qualified broker-dealers and other financial intermediaries (the “Financial Intermediaries”) in order that such Financial Intermediaries may return sell Shares of the Fund, using the Distributor’s standard form of dealer agreement (“Standard Dealer Agreement”). The Distributor shall not be obligated to make any payments to the applicable Financial Intermediary any Investor Certificate that is not completed Intermediaries or other third parties, unless (i) Distributor has received a payment from the Fund pursuant to its or their satisfaction such Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such Plan has been approved by the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of UnitsFund’s Board.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that not utilize any materials in connection with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend sale or terminate the offering of its Units at any time. Upon notice to Shares except the Distributor of Prospectus and such other materials as the terms of such suspension Fund shall provide or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationapprove.
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature for compliance with applicable laws FINRA and SEC advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature that it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. . The Fund shall not unreasonably decline to incorporate changes to such materials as Distributor agrees may request, related to make any required filings with FINRA’s corporate financing department through COBRADesk with respect requirements under applicable law,, to the offering satisfaction of Distributor. The Fund represents that it will not use or authorize the Unitsuse of any marketing materials, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor including any such materials in use prior to the extent required execution of this Agreement, unless and until such materials have been approved and authorized for use by FINRA or necessary to complete the filingsDistributor.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. G. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all Fund may, at the discretion of the Distributor’s obligations under this AgreementBoard, repurchase Shares tendered by shareholders of the Fund in accordance with the prior written consent of terms described in the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive Prospectus and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired therebyRegistration Statement.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Samples: Distribution Agreement (Coller Secondaries Private Equity Opportunities Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “"Prospectus” with respect to a Fund " shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “"Registration Statement”") of such Fund the Client under the Securities Act of 1933 1933, as amended (the “"1933 Act”) "), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form.
C. The Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through NSCC's Fund/SERV System ("FundSERV"). Unless otherwise agreed by The Client acknowledges and agrees that the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment manager to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission ("SEC") and FINRA advertising rules and regulations, and, as applicable, and shall timely file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to shall enter into the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund's form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C. Such form, material changes to the form included in Exhibit B form, and any compensation proposed to be paid pursuant to a dealer agreement shall be approved by the Client's Board (the “"Standard Dealer Agreement”"). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund's plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act ("Plan"), the Fund's adviser and (ii) such corresponding payment has Plan been approved by the each Fund’s Client's Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare and deliver reports for each to the Board regarding its activities under this Agreement at least quarterly and more frequently as from time to time shall may be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“"Subcontracts”") with qualified third parties to carry out some or all of the Distributor’s 's obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell Shares of the Funds on a best efforts basis as agent for the Trust during the term of each Fund for distribution of its Unitsthis Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund the Funds and included in the currently effective registration statement(s) statement or post-effective amendment(s) amendment thereto (the “Registration Statement”) of such Fund the Trust under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The (b) During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares of the Funds and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesTrust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders .
(c) The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue redemption through the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCNational Securities Clearing Corporation’s Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the Funds’ investment adviser (Distributor agrees to act in conformity with the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance Trust’s Declaration of Trust and By-Laws and with the instructions thereto. The Fundof the Board and to comply with the requirements of the 1933 Act, the Adviser 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction state laws and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. regulations. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. the Trust and the Distributor.
(e) The Distributor shall require that agrees to cooperate with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth Trust in the Prospectus. Each Fund may suspend or terminate the offering development of its Units at any time. Upon notice all proposed advertisements and sales literature relating to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. Funds. The Distributor agrees to review all proposed advertising materials advertisements and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
E. (f) The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to at its sole discretion may repurchase Units tendered Shares offered for sale by shareholders of the Funds Funds. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the current Prospectus. At the end of each business day, the Distributor shall notify, by any appropriate means, the Trust and its transfer agent of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares, and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent shareholder requests for redemption of Shares.
G. (g) The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in mutually agreed upon and approved by the form included in Exhibit B (Trust and the “Standard Dealer Agreement”)Distributor. The Distributor may only enter into an agreement pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fundbroker-dealer. The Distributor shall distribute Units only to such Financial Intermediaries as are members include in good standing the forms of agreement with FINRA. The Distributor shall not be obligated to make any payments to any selling broker-dealersdealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, other financial intermediaries repurchased or other third parties, unless (i) tendered for redemption within seven business days after the Distributor has received a corresponding payment from the applicable Fund and (ii) date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. (h) The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (i) The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”j) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein . The Trust recognizes that from time to the contrary, time officers and employees of the Distributor shall not be required to register may serve as a broker directors, trustees, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or dealer in any specific jurisdictionits affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act sell Shares of the Funds on a best efforts basis as agent for the Trust during the term of each Fund for distribution of its Units, this Agreement upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto statement (the “Registration Statement”) of such Fund the Trust filed under the Securities Act of 1933 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.
B. The During the continuous public offering of Shares, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares of the Funds and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesTrust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fundthe Trust.
E. In connection with all matters relating to this Agreement, the Distributor agrees to comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations. The Distributor shall require acknowledges and agrees that the Financial Intermediaries acknowledge that Units will be offered and sold only it is not authorized to provide any information or make any representations other than as set forth contained in the Prospectus. Each Fund may suspend Prospectus and any sales literature specifically approved by the Trust and the Distributor.
F. The Distributor agrees to cooperate with the Trust or terminate its agent in the offering development of its Units at any time. Upon notice all proposed advertisements and sales literature relating to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. Fund. The Distributor agrees to review all proposed advertising materials advertisements and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
E. G. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the UnitsDistributor, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to at its sole discretion, may repurchase Units tendered Shares offered for sale by shareholders of the Funds Funds. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
G. H. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor and shall pay the applicable sales charge (or portion thereof), or allow a Financial Intermediary shall be substantially discount, to the selling broker-dealer, as described in the form included in Exhibit B (Prospectus or, If not so described, as agreed upon with the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fundbroker-dealer. The Distributor shall distribute Units only to such Financial Intermediaries as are members include in good standing the forms of agreement with FINRA. The Distributor shall not be obligated to make any payments to any selling broker-dealersdealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, other financial intermediaries repurchased or other third parties, unless tendered for redemption within seven (i7) business days after the Distributor has received a corresponding payment from the applicable Fund and (ii) date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. I. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds Fund but shall not be obligated to sell any certain number of UnitsShares.
I. J. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all , including reports regarding the use of any 12b-1 payments received by the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority.
L. The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.
M. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein . The Trust recognizes that from time to the contrarytime, officers and employees of the Distributor shall not be required to register may serve as a broker directors, trustees, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or dealer in any specific jurisdictionits affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.
Appears in 1 contract
Samples: Distribution Agreement (Evermore Value Funds Trust)
Services and Duties of the Distributor. A. (a) The Trust shall sell Shares through the Distributor agrees to act as agent of each Fund for distribution of its Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and set forth in this Agreement. The Trust may also sell Shares directly, without the use of the Distributor, in accordance with applicable law, including, but not limited to: (a) Shares issued or sold in connection with the merger or consolidation of any other investment company with a Fund or the acquisition by purchase or otherwise of all or substantially all the assets of any investment company or substantially all the outstanding shares of any such company by a Fund; (b) Shares which may be offered by a Fund to its shareholders for reinvestment of cash distributed from capital gains or net investment income of a Fund; (c) Shares which may be issued to shareholders of other funds who exercise any exchange privilege set forth in the applicable Fund’s Prospectus. All orders for Units , or (d) the sale of Shares to any person in a transaction which is exempt from registration under the 0000 Xxx.
(b) The distribution of the Shares to the public shall be made effected by the Distributor through Financial Intermediaries (as defined below) or directly various financial institutions that are permitted by law to offer and sell the Shares to the public ("Eligible Financial Institutions") pursuant to agreements that provide that any Eligible Financial Institution shall indemnify and hold harmless the Funds so that in no event shall the Funds have any responsibility or liability to any person whatsoever on account of the acts and statements of any Eligible Financial Institution not contained in the Prospectus or sales literature or advertising material approved by the Fund. The Distributor shall have the right to select the Eligible Financial Institutions to whom the Shares will be offered by it, subject to the express provisions of this Agreement, applicable Fundsecurities laws and regulations, the Trust's Agreement and Declaration of Trust and Bylaws and the Prospectus.
(c) During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of the Shares and will promptly forward all orders to the Trust or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. (d) The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved by the Trust.
(e) The Distributor may prepare and distribute sales literature and other materials related to the Funds as it may deem appropriate, provided that such literature and materials have been prepared in writing accordance with applicable laws and regulations and approved by such Fundthe Trust prior to use. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered conduct reviews of sales literature and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationother materials, the Distributor shall notify all Financial Intermediaries of such suspension or terminationand submit required filings with FINRA.
D. (f) The Distributor agrees to review all proposed advertising materials and sales literature for compliance use commercially reasonable efforts in connection with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering distribution of the UnitsShares, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (g) The Distributor shall prepare reports for each the Board of Trustees of the Trust (the "Board") regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”h) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction.
Appears in 1 contract
Services and Duties of the Distributor. A. a. The Distributor agrees to act serve as agent the principal underwriter of each Fund for distribution the Funds in connection with the review and approval of its Units, upon the terms all Purchase and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement Redemption Orders of additional information, as amended or supplemented, relating to such Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute the Creation Units of each Fund upon by Authorized Participants that have executed an Authorized Participant Agreement with the terms Distributor and conditions contained Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and in ability of the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly Transfer Agent/ Index Receipt Agent to the applicable Fundaccept Fund Securities, or its designated agentDeposit Securities, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investingrelated Cash Components through or outside the Clearing Process, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time as provided in and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions theretoRegistration Statement and Prospectus. The Fund, Client acknowledges that the Adviser or the Administrator, in its or their sole discretion, may return Distributor shall not be obligated to the applicable Financial Intermediary approve any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order certain number of orders for the purchase of Creation Units.
C. b. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf to use commercially reasonable efforts to provide the following services to the Client with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or terminationClient, the Distributor shall notify all Financial Intermediaries enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such suspension or terminationCreation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.
D. c. The Distributor shall ensure that all direct requests to the Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled.
d. The Distributor agrees to make available, at the Client’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Client in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Client.
e. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws SEC and regulations, and, as applicable, FINRA advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. f. The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Client’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement.
g. The Distributor shall work with the [Index Receipt Agent/Transfer Agent] to review and approve orders placed by Authorized Participants and transmitted to the [Index Receipt Agent/Transfer Agent].
h. The Distributor agrees to make any maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required filings with FINRA’s corporate financing department through COBRADesk to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Client shall at all times remain the property of the Client, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.
i. The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the offering Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the UnitsCompliance Program and any material deficiencies or changes therein, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such Boardthe Client’s Chief Compliance Officer or Board of Trustees.
J. j. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. k. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. l. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
m. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. (a) The Distributor agrees to act sell Shares of the Funds on a best efforts basis as agent for the Company during the term of each Fund for distribution of its Unitsthis Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund the Funds and included in the currently effective registration statement(s) statement or post-effective amendment(s) amendment thereto (the “Registration Statement”) of such Fund the Company under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The (b) During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable best efforts will hold itself available to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly receive orders, satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares of the Funds and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesCompany. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders .
(c) The Distributor, with the operational assistance of the Company’s transfer agent, shall make Shares available for sale and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue redemption through the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCNational Securities Clearing Corporation’s Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the Funds’ investment adviser (Distributor agrees to act in conformity with the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance Company’s Articles of Incorporation and By-Laws and with the instructions thereto. The Fundof the Board and to comply with the requirements of the 1933 Act, the Adviser 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction state laws and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. regulations. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. the Company and the Distributor.
(e) The Distributor shall require that agrees to cooperate with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth Company in the Prospectus. Each Fund may suspend or terminate the offering development of its Units at any time. Upon notice all proposed advertisements and sales literature relating to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. Funds. The Distributor agrees to review all proposed advertising materials advertisements and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Company any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
E. (f) The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to at its sole discretion may repurchase Units tendered Shares offered for sale by shareholders of the Funds Funds. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the current Prospectus. At the end of each business day, the Distributor shall notify, by any appropriate means, the Company and its transfer agent of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares, and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Company reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Company to receive and transmit promptly to the Company’s transfer agent shareholder requests for redemption of Shares.
G. (g) The Distributor may, in its discretion, and shall, at but subject to approval by the request officers of the Fundscompany, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in mutually agreed upon and approved by the form included in Exhibit B (Company and the “Standard Dealer Agreement”)Distributor. The Distributor may only enter into an agreement pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fundbroker-dealer. The Distributor shall distribute Units only to such Financial Intermediaries as are members include in good standing the forms of agreement with FINRA. The Distributor shall not be obligated to make any payments to any selling broker-dealersdealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, other financial intermediaries repurchased or other third parties, unless (i) tendered for redemption within seven business days after the Distributor has received a corresponding payment from the applicable Fund and (ii) date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. (h) The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. (i) The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including regarding use of 12b-1 payments.
J. The Distributor may enter into agreements (“Subcontracts”j) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein . The Company recognizes that from time to the contrary, time officers and employees of the Distributor shall not be required to register may serve as a broker directors, trustees, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or dealer in any specific jurisdictionits affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each the Fund for distribution of its Unitsthe Shares of the Fund, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such any of the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to utilize the AIP services of DTCC.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationagent.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund, subject to the approval of the Board of the Fund, agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and the Registration Statement. The Fund reserved the right to suspend such repurchase right provided it provides the Distributor with notice of such suspension.
G. The Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer Shares of the Fund. The Distributor form of any dealer agreement shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAbe approved by the Fund. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor Foreside has received a corresponding payment from the applicable Fund fund and (ii) such corresponding payment has been approved by the each Fund’s Board. The Fund will pay a monthly “Distribution and Servicing Fee” out of its net assets. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and repurchased or tendered for repurchase within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds Fund but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare quarterly reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsFund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
M. The Distributor maintains a business continuity plan designed to enable the Distributor to minimize disruptions to its operations in the event of an emergency situation. Such business continuity plan addresses the storage and protection of critical electronic data processing equipment and systems.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including summary prospectus and the statement of additional information, as may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing writing, email being sufficient, by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall timely file with appropriate regulators FINRA those advertising marketing materials and sales literature it reasonably believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested marketing materials promptly upon receipt by the Distributor to the extent required by FINRA or necessary to complete the filingsDistributor.
F. The Funds agree to repurchase Units tendered by shareholders At the request of the Funds in accordance with Client, the Funds’ obligations in Distributor shall enter into the Prospectus Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between the Distributor and a Financial Intermediary and/or selling agreement shall be substantially in a form similar to that attached at Exhibit C and shall be approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been Plan was approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the The Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered, other than the 50 states, Washington D.C., Puerto Rico, Guam, and U.S. Virgin Islands.
M. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Samples: Distribution Agreement (Aristotle Funds Series Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCCs Fund/SERV system (the “AdviserFund/SERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with Fund/SERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws SEC and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The At the request of the Client, the Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Client’s Board may approve and authorize the use of a standard form of dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B and/or selling agreement (the “Standard Dealer Agreement”). The Distributor , which form may only enter into an agreement with a Financial Intermediary then be used without the prior approval of the Board, provided that is materially different from any material modifications made to the Standard Dealer Agreement so long as advance notice has been provided to an officer of are approved by the Fund. Client before execution.
H. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Client acknowledges and agrees that the Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding an authorized payment from the applicable Fund and Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (ii) “Plan”), provided such corresponding payment Plan has been approved by the each FundClient’s Board, and, if required, the Funds’ shareholders. The Distributor acknowledges and agrees that the Client has not adopted any Plan.
H. I. The Distributor shall devote its best commercially reasonable efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. J. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. K. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. L. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. M. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
N. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Trust for distribution of its Unitsthe Shares, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the Fund’s current prospectus, including prospectus and the statement of additional information, as amended or supplemented, relating to such Fund and information included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Trust under the Securities Act of 1933 (the “1933 Act”) and the 1940 ActAct as amended or supplemented.
B. The Distributor shall use reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to through the applicable Fund, or its Trust’s designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Trust other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationTrust.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to shall promptly furnish to the Funds Trust any comments provided by regulators with respect to such materials.
E. The Distributor Trust agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Trust in accordance with the Funds’ Trust’s obligations in the Prospectus and the Registration Statement. The Trust reserves the right to suspend such repurchase right and, if it does so, it will provide prompt written notice to the Distributor.
G. F. The Distributor may, in its discretion, and shall, at the request of the FundsTrust, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other financial intermediaries also may sell Units of the FundsShares. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the Trust, such form included in Exhibit B (may not be amended without the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRATrust’s written consent. The Distributor shall not be obligated to make any payments to any broker-dealers, other the financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund Trust or from the Trust’s designated agent. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and (ii) repurchased or tendered for repurchase within seven business days after the date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. G. The Distributor shall devote its best efforts to effect sales of Units of the Funds Shares but shall not be obligated to sell any certain number of UnitsShares.
I. H. The Distributor shall prepare reports for each Board the Trustees regarding its activities under this Agreement as from time to time shall be reasonably requested by such Boardthe Trustees.
J. I. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsTrust, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. J. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. K. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Little Harbor MultiStrategy Composite Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for the distribution of its Units, Shares of the Fund upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectusprospectus (if multiple current prospectuses exist for separate classes of Shares (each a “Class”, collectively “Classes”)), including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the public offering of Shares of the Fund, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated formShares. Unless otherwise agreed by The Fund shall have the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), right to accept or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed reject any subscription in accordance with the instructions theretoterms of its governing documents and its Prospectus. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return Fund shall give notice of such determination to the applicable Financial Intermediary any Investor Certificate that is not completed individual subscriber or financial intermediary as appropriate. No interest will be paid to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitssubscribers on rejected subscriptions.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or Networking transactions.
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a the Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such the Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature for compliance with applicable laws FINRA and regulations, and, as applicable, SEC advertising rules and regulations and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature that it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Fund any comments provided by regulators with respect to such materials.
E. F. The Distributor Fund agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds Fund in accordance with the Funds’ Fund’s obligations in the Prospectus and the Registration Statement. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsFund, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), ) in order that such broker-dealers and other intermediaries also Financial Intermediaries may sell Units Shares of the FundsFund. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Fund (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund pursuant to such Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds Fund but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Constitution Capital Access Fund, LLC)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each the Fund for distribution of its the Units, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such the Fund and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such the Fund under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. C. The Distributor shall use reasonable best maintain membership with the National Securities Clearing Corporation (NSCC) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Units to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or Networking transactions. 1
D. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations regarding the Fund other than as contained in the Prospectus and any marketing materials and advertising materials specifically approved by the Fund.
E. The Distributor agrees to review all proposed advertising materials and marketing materials for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertising materials and marketing materials it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Fund any comments provided by regulators with respect to such materials.
F. The Fund agrees to redeem or repurchase Units tendered by shareholders of the Fund in accordance with the Fund’s obligations in the Prospectus and the Registration Statement. The Fund reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of [the Fund and/or] Versus Capital Advisors LLC (“Adviser”), enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such Financial Intermediaries may sell Units. [The form of any dealer agreement shall be approved by the Fund.] The Distributor shall not be obligated to make any payments to the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable fund and (ii) such corresponding payment has been approved by the Fund. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Units sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote efforts to distribute the effect sales of Units but shall not be obligated to sell any certain number of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusUnits. All orders for Units shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A The Fund or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, is authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such broker-dealers and other intermediaries also may sell Units of the Funds. The dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of Units.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsFund, such consent not to be unreasonably withheld, and subject to this Section 2 hereof; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered.
Appears in 1 contract
Samples: Distribution Agreement (Versus Capital Real Assets Fund LLC)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent of each Fund the Client for distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units Shares of each Fund upon the terms and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client, in its discretion, may refuse to accept any order for the purchase of Shares tendered to it. The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLC, the Funds’ investment adviser (the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. [Reserved]
D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationClient.
D. E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such materials.
E. F. The Distributor Client agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA redeem or necessary to complete the filings.
F. The Funds agree to repurchase Units Shares tendered by shareholders of the Funds in accordance with the Funds’ Client’s obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the FundsClient, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B (the “Standard Dealer Agreement”). The Distributor may only enter into an agreement with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRAClient. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable carecare and after proper due diligence.
K. The underwriting services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered. In the event Distributor de-registers as a broker or dealer in any jurisdiction in which it was previously registered as of the date of this Agreement, Distributor shall provide prompt written notice to Client.
M. In performing its services under this Agreement, the Distributor shall conform in all respects with the requirements of all applicable U.S. federal and state laws relating to the offer and sale of the Shares.
Appears in 1 contract
Samples: Distribution Agreement (Archstone Alternative Solutions Fund)
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon in accordance with the terms of the applicable Prospectus and Participation Agreement and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or any post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use reasonable its best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made by or through Financial Intermediaries (as defined below) Qualified Investors or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed which may include a Participating Insurance Company if so designated pursuant to the Fund by terms of the Financial Intermediariesapplicable Participation Agreement. Such purchase orders shall be deemed effective at the time and in the manner set forth in the applicable Participation Agreement and the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefortherefor and acceptance by the Client, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitssuch operational matters resulting from taking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of it is not authorized by the Distributor, is authorized Client to provide any information or make any representations regarding a Fund the Client, the Funds or the Shares, other than as contained in such Fund’s the Prospectus and or in any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of Fund(s) for use by the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationDistributor.
D. E. The Distributor agrees to review all proposed advertising sales and marketing materials and sales literature provided by the Client or its agent to the Distributor (“Marketing Materials”) for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, andand shall, as applicableon a timely basis, shall file with appropriate regulators FINRA those advertising materials and sales literature it believes are in compliance Marketing Materials required, or as otherwise reasonably requested by the Client, to be filed with such laws and regulationsFINRA. The Distributor agrees to furnish to the Funds Client, on a timely basis, any comments provided by regulators with respect to such materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to the offering of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filingsMarketing Materials.
F. The Funds agree to repurchase Units tendered by shareholders At the request of the Funds in accordance with Client, the Funds’ obligations in the Prospectus and the Registration Statement.
G. The Distributor may, in its reasonable discretion, and shall, at the request of the Funds, enter into selling agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order so that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The dealer Fund’s form of selling agreement entered into between shall be provided to the Distributor in connection with any such request, and a Financial Intermediary shall be substantially in a form that has been approved by the form included in Exhibit B Board and agreed to by the Distributor (the “Standard Dealer Agreement”). , which such agreement shall not be unreasonably withheld.
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealersParticipating Insurance Companies, other financial intermediaries their affiliates or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment Plan has been approved by the each Fund’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as at least quarterly and as, from time to time time, shall otherwise be reasonably requested by the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any, and in connection with the Board’s annual consideration as to whether to continue this Agreement.
J. The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by the Distributor pursuant to Rule 31a-1(d) under the 1940 Act. Upon request, the Distributor will promptly provide copies of any such records (i) as reasonably requested in writing by the Client and (ii) upon termination of this Agreement. The Distributor shall assist the Client and its designated agents or, upon approval of the Client, any regulatory or self-regulatory body requesting information from the Client, in any requested review of the records maintained by the Distributor pursuant to Rule 31a-1(d) under the 1940 Act.
K. The Distributor agrees to maintain compliance policies and procedures that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 under the 0000 Xxx) with respect to the Distributor’s services under this Agreement (a “Compliance Program”), and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to compliance with, and material violations of, the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Client’s Chief Compliance Officer or the Board.
J. L. The Distributor shall be subject to, at all times during the term of this Agreement, a business continuity plan reasonably designed to minimize service interruptions, to recover critical business operations, and to support its ability to perform its obligations under this Agreement in the event of a significant business disruption.
M. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. N. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. O. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered, other than as represented in Section 5.A(iv) of this Agreement.
P. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Q. The Distributor shall at all times act in good faith and agrees to exercise reasonable care in carrying out the provisions of this Agreement.
R. The Distributor shall be deemed to be an independent contractor and shall have no authority to act or represent the Client in any way except as outlined herein.
Appears in 1 contract
Samples: Distribution Agreement (Milliman Variable Insurance Trust)
Services and Duties of the Distributor. A. The Distributor agrees to act sell Shares of the Funds on a best efforts basis as agent (solely for the purpose of each Fund accepting orders for distribution the purchase and redemption of its UnitsFund-Shares, and for no other purpose) for the Trust during the term of this Agreement, upon the terms and at the current offering price (plus the front-end or deferred sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as amended or supplemented, relating to such each Fund and included in the currently effective registration statement(s) statement or post-effective amendment(s) amendment thereto (the “Registration Statement”) of such Fund the Trust under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act.
B. The Distributor shall use reasonable best efforts to distribute During the Units continuous public offering of Shares of each Fund upon Fund, the terms Distributor will hold itself available to receive orders, in such form as required by the Trust and conditions contained herein and in the applicable Fund’s Prospectus. All orders for Units shall be made through Financial Intermediaries (as defined below) or directly satisfactory to the applicable FundDistributor, or its designated agent, for the purchase of Shares of the Funds and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, will accept such Investor Certificate to be obtained and directed to orders on behalf of the Fund by the Financial IntermediariesTrust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund or its designated agent will confirm orders .
C. The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue redemption through the appropriate number of Units in uncertificated form. Unless otherwise agreed by the parties hereto, Arden Asset Management LLCNational Securities Clearing Corporation’s Fund/SERV System.
D. In connection with all matters relating to this Agreement, the Funds’ investment adviser (Distributor agrees to act in conformity with the “Adviser”), or SEI Investments Global Funds Services, the Funds’ administrator (the “Administrator”), shall be responsible for reviewing each Investor Certificate to confirm that it has been completed in accordance Trust’s Agreement and Declaration of Trust and By-Laws and with the instructions thereto. The Fundof the Board and to comply with the requirements of the 1933 Act, the Adviser 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction state laws and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Units.
C. regulations. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund other than as contained in such Fund’s the Prospectus and any sales literature and advertising materials specifically approved in writing by such Fund. the Trust and the Distributor.
E. The Distributor shall require that agrees to cooperate with the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth Trust in the Prospectus. Each Fund may suspend or terminate the offering development of its Units at any time. Upon notice all proposed advertisements and sales literature relating to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or termination.
D. Funds. The Distributor agrees to review all proposed advertising materials advertisements and sales literature for compliance with applicable laws and regulations, and, as applicable, and shall file with appropriate regulators those advertising materials advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Funds Trust any comments provided by regulators with respect to such materials.
E. The Distributor agrees materials and to make any required filings with FINRA’s corporate financing department through COBRADesk with respect use its best efforts to obtain the offering approval of the Units, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor regulators to the extent required by FINRA or necessary to complete the filingssuch materials.
F. The Funds agree to Distributor at its sole discretion may repurchase Units tendered Shares offered for sale by shareholders of the Funds Funds. Repurchase of Shares by the Distributor shall be at the price determined in accordance with the Funds’ obligations with, and in the Prospectus manner set forth in, the current Prospectus. At the end of each business day, the Distributor shall notify, by any appropriate means, the Trust and its transfer agent of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares, and the Registration Statementidentity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent shareholder requests for redemption of Shares.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The form of any dealer agreement entered into between the Distributor and a Financial Intermediary shall be substantially in mutually agreed upon and approved by the form included in Exhibit B (Trust and the “Standard Dealer Agreement”)Distributor. The Distributor may only enter into an agreement pay a portion of any applicable sales charge, or allow a discount, to a selling broker-dealer, as described in the Prospectus or, if not described, as agreed upon with a Financial Intermediary that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fundbroker-dealer. The Distributor shall distribute Units only to such Financial Intermediaries as are members include in good standing the forms of agreement with FINRA. The Distributor shall not be obligated to make any payments to any selling broker-dealersdealers a provision for the forfeiture by them of their sales charge or discount with respect to Shares sold by them and redeemed, other financial intermediaries repurchased or other third parties, unless (i) tendered for redemption within seven business days after the Distributor has received a corresponding payment from the applicable Fund and (ii) date of confirmation of such corresponding payment has been approved by the each Fund’s Boardpurchases.
H. The Distributor shall devote its best efforts to effect sales of Units Shares of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Funds, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties shall be selected by the Distributor with reasonable care.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. The Trust recognizes that from time to time officers and employees of the Distributor may serve as directors, trustees, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or its affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.
L. Notwithstanding anything herein to the contrary, the K. The Distributor shall not be required to register at all times during the term of this Agreement remain registered as a broker broker-dealer under the 1934 Act and with all 00 xxxxxx xx xxx Xxxxxx Xxxxxx, and shall also remain a member in good standing of the NASD. The Distributor shall immediately notify each Fund in writing if it receives written notification that such registrations or dealer in any specific jurisdictionmembership has been temporarily or permanently suspended, limited or terminated.
Appears in 1 contract
Services and Duties of the Distributor. A. The Distributor agrees to act as agent the principal underwriter of each Fund the Client for the distribution of its Unitsthe Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the applicable Fund’s Prospectus. As used in this Agreement, the term “Prospectus” with respect to a Fund shall mean each the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to such Fund any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement”) of such Fund the Client under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act.
B. The During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable best efforts to distribute the Units of each Fund upon the terms and conditions contained herein and in the applicable Fund’s ProspectusShares. All orders for Units Shares shall be made through Financial Intermediaries (as defined below) financial intermediaries or submitted directly to the applicable Fund, Fund or its designated agent, and all prospective investors must complete an investor certificate (“Investor Certificate”) prior to investing, such Investor Certificate to be obtained and directed to the Fund by the Financial Intermediaries. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. A Fund The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Units Shares in uncertificated form. Unless otherwise agreed by .
C. The Distributor shall maintain membership with the parties hereto, Arden Asset Management LLC, National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds’ investment adviser Funds so as to enable the Shares to be traded through NSCC’s Fund/SERV System (the “AdviserFundSERV”), or SEI Investments Global Funds Services, . The Client acknowledges and agrees that the Funds’ administrator (the “Administrator”), Distributor shall not be responsible for reviewing each Investor Certificate any operational matters associated with FundSERV or Networking transactions, including but not limited to confirm that it has been completed in accordance with the instructions thereto. The Fund, the Adviser or the Administrator, in its or their sole discretion, may return to the applicable Financial Intermediary any Investor Certificate that is not completed to its or their satisfaction and the Funds shall be under no obligation to accept any Investor Certificate or any order for the purchase of Unitstaking orders from financial intermediaries.
C. D. The Distributor acknowledges and agrees that neither it, nor any other person acting on behalf of the Distributor, it is not authorized to provide any information or make any representations regarding a Fund the Funds other than as contained in such Fund’s the Prospectus and any sales literature and advertising marketing materials specifically approved in writing by such Fund. The Distributor shall require that the Financial Intermediaries acknowledge that Units will be offered and sold only as set forth in Client or the Prospectus. Each Fund may suspend or terminate the offering of its Units at any time. Upon notice investment adviser to the Distributor of the terms of such suspension or termination, the Distributor shall notify all Financial Intermediaries of such suspension or terminationFund(s).
D. E. The Distributor agrees to review all proposed advertising marketing materials and sales literature provided by the Client for compliance with applicable laws Securities and Exchange Commission (“SEC”) and FINRA advertising rules and regulations, and, as applicable, and shall file with appropriate regulators FINRA those advertising marketing materials and sales literature it believes are in compliance with such applicable laws and regulations. The Distributor agrees to furnish to the Funds Client any comments provided by regulators with respect to such marketing materials.
E. The Distributor agrees to make any required filings with FINRA’s corporate financing department through COBRADesk with respect to F. At the offering request of the UnitsClient, provided that the Funds and the Adviser fully cooperate with Distributor and provide all information requested by the Distributor to the extent required by FINRA or necessary to complete the filings.
F. The Funds agree to repurchase Units tendered by shareholders of the Funds in accordance with the Funds’ obligations in the Prospectus shall enter into a Standard Dealer Agreement (as defined below), and the Registration Statement.
G. The Distributor may, in its discretion, and shall, at the request of the Funds, enter into non-standard dealer agreements with such qualified broker-dealers and other financial intermediaries as it the Client may select (the “Financial Intermediaries”)select, in order that such broker-dealers and other intermediaries also may sell Units Shares of the Funds. The Fund’s form of dealer agreement entered into between and/or selling agreement shall be in a form agreed amongst the Client and the Distributor and a Financial Intermediary shall be substantially in approved by the form included in Exhibit B Client’s Board (the “Standard Dealer Agreement”). .
G. The Distributor may only enter into an agreement with a Financial Intermediary Client acknowledges and agrees that is materially different from the Standard Dealer Agreement so long as advance notice has been provided to an officer of the Fund. The Distributor shall distribute Units only to such Financial Intermediaries as are members in good standing with FINRA. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) the Distributor has received a an authorized corresponding payment from the applicable Fund Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”), as applicable, and (ii) such corresponding payment has Plan been approved by the each FundClient’s Board.
H. The Distributor shall devote its best efforts to effect sales of Units of the Funds but shall not be obligated to sell any certain number of UnitsShares.
I. The Distributor shall prepare reports for each the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by such the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any. The Distributor shall monitor amounts paid to Distributor, if any, in connection with a Fund’s Rule 12b-1 Plan, as applicable, for compliance with applicable FINRA rules.
J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the FundsClient, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder; provided further that any such third parties . For the sake of clarity, Subcontracts shall be selected by the Distributor not include agreements with reasonable carefinancial intermediaries in accordance with this Agreement.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdictionjurisdiction or to maintain its registration in any jurisdiction in which it is now registered. The Distributor shall be registered at all times during the terms of this Agreement as a broker-dealer with the SEC under the 1934 Act and remain a member of FINRA in good standing.
M. The Distributor will maintain compliance policies and procedures that are reasonably designed to prevent violations of Federal Securities Laws, as defined in Rule 38a-1 of the 1940 Act, with respect to the services provided by the Distributor under this Agreement.
N. The Distributor will maintain, at its expense, insurance coverage appropriate for its business operations.
O. The Distributor undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor.
Appears in 1 contract
Samples: Distribution Agreement (PPM Funds)