Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act. (b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-Laws, and Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust. (c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans"). (d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof. (e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise. (f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 2 contracts
Samples: Distribution Agreement (Victory Portfolios), Distribution Agreement (Victory Portfolios)
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-LawsBylaws, and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses Prospectus or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer dealers 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 2 contracts
Samples: Distribution Agreement (Victory Portfolios), Distribution Agreement (Victory Institutional Funds)
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. It is understood that the Shares are offered only through variable annuity contracts and variable life policies issued by the insurance companies that have entered into Participation Agreements with the Trust or its affiliates. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-LawsBylaws, and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act of 1933, as amended (the "Securities Act"), the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses Prospectus or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current ProspectusesProspectus) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current ProspectusesProspectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 2 contracts
Samples: Distribution Agreement (Victory Variable Insurance Funds), Distribution Agreement (Victory Variable Insurance Funds)
Services and Duties. (a) The Trust Distributor enters into the following covenants with respect to its services and duties:
4.1 The Distributor agrees to sell through the Distributorsell, as agentagent on behalf of the Trust, from time to time during the term of this Agreement, authorized and issued Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) each Series upon the terms and at the current public offering price price, which will be the net asset value per share of the Series as described determined in the Prospectus. The Distributor is hereby authorized and will use its best efforts (but only in states in which it may lawfully do so) to enter into agreements with broker-dealers that are lawfully registered under federal and applicable Prospectusstate law ("Selling Agents") providing for such Selling Agents to obtain from investors unconditional orders for Shares, provided that the Distributor may in its discretion refuse to accept orders for such Shares from any particular applicant. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-Laws, and Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forthSelling Agents. No broker-dealer or other person who which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer or other person concerned. The Distributor shall include use its reasonable efforts to sell Shares of the Trust but shall not be obligated to sell any certain number of Shares.
4.2 The Distributor shall prepare and, after review by the Trust, file with the National Association of Securities Dealers, Inc. or other organization as required by federal or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) for each Series. The Trust will not permit the use of any sales literature unless it has been so reviewed and filed.
4.3 In performing all of its services and duties as the Distributor, the Distributor will act in conformity with the Declaration of Trust, By-Laws, Prospectus and resolutions and other instructions of the Trust's Board of Trustees (as provided by the Trust) and will comply with the requirements of the Securities Act, the Exchange Act, the 1940 Act and all other applicable federal or state laws.
4.4 The Trust shall have the right to suspend the sale of Shares at any time in response to conditions in the forms securities markets or otherwise, and to suspend the redemption of agreement with Shares of any Series at any time permitted by the 1940 Act or the rules and regulations ("Rules") promulgated thereunder. If and whenever a suspension of the right of redemption or postponement of the date of payment or redemption has been declared and has become effective, then, until such broker-dealers and other persons a corresponding provision suspension or postponement is terminated, no further orders for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or Series shall be accepted by the Distributor as agent (except such unconditional orders placed with the Distributor before the Distributor has knowledge of the suspension.
4.5 The Trust reserves the right to reject any order for Shares but will not do so arbitrarily or tendered for redemption) within seven business days after the date of confirmation of such initial purchaseswithout reasonable cause.
Appears in 1 contract
Samples: Distribution Agreement (Crabbe Huson Small Cap Fund)
Services and Duties. (a) The Trust Fund agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds Portfolios (whether authorized but unissued or treasury shares, in the Trust's Portfolios sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the FundsPortfolios, but shall not be obligated to sell any certain number of Shares. Each Fund Portfolio reserves the right to issue Shares in connection with any merger or consolidation of the Trust Portfolio or any Fund Portfolio with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the TrustFund's CertificateArticles, By-Laws, and Prospectuses and with the instructions and directions of the Board of Trustees Directors of the Trust Fund and will conform to and comply with the requirements of the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the TrustFund's Registration Statement and Prospectuses and any sales literature specifically approved by the TrustFund. The Trust Fund shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust Fund or in any sales literature or advertisements specifically approved by the TrustFund.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.the
Appears in 1 contract
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-LawsBylaws, and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses Prospectus or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer dealers 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 forefeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial intial purchases.
Appears in 1 contract
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) each Fund upon the terms and at the current offering price prices as described in the applicable Prospectus. The Distributor will act only in on its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof prices as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales the sale of Shares of each of the Fundsshares, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's CertificateDeclaration, By-Laws, laws and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and or regulations. In connection with such salesthe sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations representation other than as contained in the Trust's Registration Statement and Prospectuses or Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the cost of costs and expenses incurred for (i) printing and distributing any mailing to prospective investors copies of the Prospectus (including any supplement supplements thereto) to persons who and annual and interim reports of the Trust which are not either shareholders or counsel, independent accountants or other persons providing similar services to used in connection with the offering of Trust, and 's Shares; (ii) preparing, printing and distributing mailing any literature, advertisement or material which is primarily intended to result other literature used by the Distributor in connection with the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the Shares and (iii) reimbursement for NASD advertising compliance expenses incurred advanced by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans")Distributor.
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then then-current Prospectuses) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwiseProspectus).
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 1 contract
Samples: Distribution Agreement (Julius Baer Investment Funds)
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. It is understood that the Shares are offered only through variable annuity contracts and variable life policies issued by insurance companies that have entered into Participation Agreements with the Trust or its affiliates. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-LawsBylaws, and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses Prospectus or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; providedPROVIDED, howeverHOWEVER, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided furtherPROVIDED FURTHER, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer dealers 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 1 contract
Samples: Distribution Agreement (Victory Variable Insurance Funds)
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's ’s sole discretion) through the Distributor from time to time during the term of this Agreement, upon the terms and at the current offering price as described in the applicable Prospectus. The In affecting such sales, the Distributor shall, in all cases, act as an agent of the Trust, and will act only in its own behalf as principal only in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's ’s Certificate, By-LawsBylaws, Registration Statement and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (“FINRA”) and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection 4869-3776-8956 with the preparation and printing of any amendment to any Registration Statement or Prospectus Prospectuses necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now Plan in existence or hereafter adopted with respect to such Fund, Fund or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof. Without limiting the generality of the preceding sentence, the Distributor and the Trust agree that, in cases where the Distributor enters into a contract on behalf of the Trust with a seller of the Shares under which contract the Distributor agrees to make payments to the seller in accordance with the Plans or the Shareholder Servicing Plans or to cause such payments to be made, the Trust shall, subject to and in accordance with the terms and provisions of the Plans, the Shareholder Servicing Plans, the Prospectuses and the statements of additional information of the Funds (as all are in existence at the time of the sale of the Shares), make such payments directly to the Distributor and the Distributor shall, promptly upon receipt of such payments from the Trust, transfer and pay over such payments to the appropriate seller. In the event the Distributor contemplates entering into such a contract with a seller, the Distributor must notify the Trust of its intention to do so and obtain the Trust’s consent thereto prior to entering into the contract, which consent may be given or withheld in the Trust’ sole discretion and may be oral or in writing.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "“offering price"”) equal to (i) their net asset value (determined in the manner set forth in the Trust's ’s Certificate and then the applicable Fund’s current ProspectusesProspectus) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current ProspectusesProspectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons The offering price shall be subject to any provisions set forth in either the selling agreements between the Distributor applicable Fund’s current Prospectus, including, without limitation, rights of accumulation, letters of intention, exchangeability of Shares, reinstatement privileges, and such broker-dealers reinvestment of dividends and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwisecapital gain distributions.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as an agent of the Trust, or are tendered for redemption within seven (7) business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer dealers 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 Trust or by the Distributor as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial original purchases.. 4869-3776-8956
Appears in 1 contract
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's ’s sole discretion) through the Distributor from time to time during the term of this Agreement, upon the terms and at the current offering price as described in the applicable Prospectus. The In affecting such sales, the Distributor shall, in all cases, act as an agent of the Trust, and will act only in its own behalf as principal only in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's ’s Certificate, By-LawsBylaws, Registration Statement and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority (“FINRA”) and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material 4865-8966-2205 which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus Prospectuses necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now Plan in existence or hereafter adopted with respect to such Fund, Fund or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof. Without limiting the generality of the preceding sentence, the Distributor and the Trust agree that, in cases where the Distributor enters into a contract on behalf of the Trust with a seller of the Shares under which contract the Distributor agrees to make payments to the seller in accordance with the Plans or the Shareholder Servicing Plans or to cause such payments to be made, the Trust shall, subject to and in accordance with the terms and provisions of the Plans, the Shareholder Servicing Plans, the Prospectuses and the statements of additional information of the Funds (as all are in existence at the time of the sale of the Shares), make such payments directly to the Distributor and the Distributor shall, promptly upon receipt of such payments from the Trust, transfer and pay over such payments to the appropriate seller. In the event the Distributor contemplates entering into such a contract with a seller, the Distributor must notify the Trust of its intention to do so and obtain the Trust’s consent thereto prior to entering into the contract, which consent may be given or withheld in the Trust’ sole discretion and may be oral or in writing.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "“offering price"”) equal to (i) their net asset value (determined in the manner set forth in the Trust's ’s Certificate and then the applicable Fund’s current ProspectusesProspectus) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current ProspectusesProspectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons The offering price shall be subject to any provisions set forth in either the selling agreements between the Distributor applicable Fund’s current Prospectus, including, without limitation, rights of accumulation, letters of intention, exchangeability of Shares, reinstatement privileges, and such broker-dealers reinvestment of dividends and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwisecapital gain distributions.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as an agent of the Trust, or are tendered for redemption within seven (7) business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer dealers 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 Trust or by the Distributor as agent (or tendered for 4865-8966-2205 redemption) within seven (7) business days after the date of confirmation of such initial original purchases.
Appears in 1 contract
Samples: Distribution Agreement (Victory Variable Insurance Funds II)
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) through the Distributor from time to time during the term of this Agreement, upon the terms and at the current offering price as described in the applicable Prospectus. The In effecting such sales, the Distributor shall, in all cases, act as an agent of the Trust, and will act only in its own behalf as principal only in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(ba) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-LawsBylaws, Registration Statement and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("FINRA") and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(cb) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus Prospectuses necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the each a "PlansPlan").
(dc) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof. Without limiting the generality of the preceding sentence, the Distributor and the Trust agree that, in cases where the Distributor enters into a contract on behalf of the Trust with a seller of the Shares under which contract the Distributor agrees to make payments to the seller in accordance with the Plans or shareholder servicing plans adopted by the Funds (the "Shareholder Servicing Plans") or to cause such payments to be made, the Trust shall, subject to and in accordance with the terms and provisions of the Plans, the Shareholder Servicing Plans, the Prospectuses and the statements of additional information of the Funds (as all are in existence at the time of the sale of the Shares), make such payments directly to the Distributor and the Distributor shall, promptly upon receipt of such payments from the Trust, transfer and pay over such payments to the appropriate seller. In the event the Distributor contemplates entering into such a contract with a seller, the Distributor must notify the Trust of its intention to do so and obtain the Trust's consent thereto prior to entering into the contract, which consent may be given or withheld in the Trust' sole discretion and may be oral or in writing.
(ed) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(fe) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as an agent of the Trust, or are tendered for redemption within seven (7) business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to from the broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by the Distributor from the broker-dealer dealers or other person concerned. The Distributor shall include in the forms of agreement with such broker-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 Trust or by the Distributor as agent (or tendered for redemption) within seven (7) business days after the date of confirmation of such initial original purchases.
Appears in 1 contract
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) each Fund upon the terms and at the current offering price prices as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof prices as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales the sale of Shares of each of the Fundsshares, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's CertificateDeclaration, By-Laws, laws and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and or regulations. In connection with such salesthe sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations representation other than as contained in the Trust's Registration Statement and Prospectuses or Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor Trust will bear the cost of costs and expenses incurred for (i) printing and distributing any mailing to prospective investors copies of the Prospectus (including any supplement supplements thereto) to persons who and annual and interim reports of the Trust which are not either shareholders or counsel, independent accountants or other persons providing similar services to used in connection with the offering of Trust, 's Shares; and (ii) preparing, printing and distributing mailing any literature, advertisement or material which is primarily intended to result other literature used by the Distributor in connection with the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Trust Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then then-current Prospectuses) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwiseProspectus).
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 1 contract
Services and Duties. (a) The Trust Fund agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) each Portfolio upon the terms and at the current offering price prices as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof prices as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales the sale of Shares of each of the Fundsshares, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the TrustFund's CertificateArticles, By-Laws, laws and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust Directors and will conform to and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and or regulations. In connection with such salesthe sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations representation other than as contained in the TrustFund's Registration Statement and Prospectuses or Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the TrustFund.
(c) The Distributor Fund will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Fund is permitted to do so by applicable law. It is understood that Avalon will bear the cost of costs and expenses incurred for (i) printing and distributing any mailing to prospective investors copies of the Prospectus (including any supplement supplements thereto) to persons who and annual and interim reports of the Fund which are not either shareholders or counsel, independent accountants or other persons providing similar services to used in connection with the Trust, and offering of Fund's Shares; (ii) preparing, printing and distributing mailing any literature, advertisement or material which is primarily intended to result other literature used by the Distributor in connection with the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the Shares and (iii) reimbursement for NASD advertising compliance expenses incurred advanced by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans")Distributor.
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Fund Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the TrustFund's Certificate and then then-current Prospectuses) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwiseProspectus).
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 1 contract
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's CertificateDeclaration, By-Laws, and Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate Declaration and then current Prospectuses) plus (ii) a sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Trust 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 Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases.
Appears in 1 contract
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. It is understood that the Shares are offered only through variable annuity contracts and variable life policies issued by the insurance companies that have entered into Participation Agreements with the Trust or its affiliates. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-LawsBylaws, and Prospectuses Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Securities Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses Prospectus and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses Prospectus or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of the Shares; provided, however, that the Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Securities Act; and provided further, that each Fund will bear the expenses incurred and other payments made in accordance with the provisions of this Agreement and any plan now in existence or hereafter adopted with respect to such Fund, or any class or classes of shares of such Fund, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to (i) their net asset value (determined in the manner set forth in the Trust's Certificate and then current Prospectuses) plus (ii) a any applicable sales charge (if any) which shall be the percentage of the offering price of such Shares as set forth in the Trust's then current Prospectuses. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. If a sales charge is in effect, the Distributor shall have the right to pay a portion of the sales charge to broker-dealers and other persons who have sold Shares of the Funds. Concessions by the Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between the Distributor and such broker-dealers and persons or, if such concessions are described in the then current Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling agreement with the Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of its Shares to the public or otherwise.
(f) If any Shares sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit the amount (if any) of the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount (if any) re-allowed by the Distributor to from the broker-dealers or other persons shall be repayable to the Trust 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 forefeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by the Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial intial purchases.
Appears in 1 contract
Samples: Distribution Agreement (Victory Variable Insurance Funds)
