Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. 1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal. 1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination. 1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 169 contracts
Samples: Distribution Agreement (General Municipal Money Market Funds Inc), Distribution Agreement (Dreyfus Appreciation Fund Inc), Distribution Agreement (Dreyfus Insured Municipal Bond Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-semi- annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 18 contracts
Samples: Distribution Agreement (Dreyfus Liquid Assets Inc), Distribution Agreement (Dreyfus Short Intermediate Municipal Bond Fund), Distribution Agreement (Dreyfus Growth & Value Funds Inc)
Services as Distributor. 1.1 You CSAMSI will be the “principal underwriter” of the Shares (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), and as such, will act as agent for the distribution of all classes of the Shares covered by, and in accordance with, the by each Fund’s registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly the 1940 Act (the registration statement, together with the prospectuses (the “prospectus”) and statements of additional information (the “statement of additional information”) included as part of the registration statement, any orders received by you for purchase or redemption of Shares amendments to the Transfer registration statement, and Dividend Disbursing Agent for any supplements to, or material incorporated by reference into the Fund prospectus or statement of which additional information, being referred to collectively in this Agreement as the Fund has notified you in writing“Registration Statement”).
1.2 You agree CSAMSI agrees to use your best appropriate efforts to market the Funds and solicit orders for the sale of Sharesthe Shares at such prices and on the terms and conditions set forth in the Registration Statement. It is contemplated that you will enter into sales or servicing agreements CSAMSI agrees to file with securities dealers, financial institutions and other industry professionalsall necessary regulatory authorities, such as investment advisersthe National Association of Securities Dealers, accountants Inc. (the “NASD”) and estate planning firmsthe Securities and Exchange Commission (the “SEC”), such advertising and in so doing you sales literature as has been previously approved by the Funds. CSAMSI agrees that it will act only on your own behalf as principalhave legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the SEC and the NASD, for the form and use of all advertising and sales literature for the Funds which CSAMSI prepares, uses, approves for use and/or files with the SEC and/or the NASD.
1.3 You shall act All activities by CSAMSI as distributor of the Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission SEC or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever CSAMSI agrees to (a) provide one or more persons during normal business hours to respond to telephone questions from prospective investors concerning the Funds that are referred to it by the Funds’ transfer agent, (b) monitor the processing of purchase, redemption and exchange orders for Fund shares by the Funds’ transfer agent, (c) enter into distribution and service agreements with broker-dealers and other financial intermediaries, and (d) perform such other services as the parties may agree from time to time. CSAMSI will act only on its own behalf as principal should it choose to enter into distribution or service agreements but agrees not to enter into any such agreements without the prior written consent of a duly authorized Fund officer.
1.5 CSAMSI acknowledges that, whenever in their the judgment of a Fund’s officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may direct CSAMSI to decline to accept any orders for, or make any sales of, any class of the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and sales. In addition, CSAMSI acknowledges that, whenever in the judgment of a Fund’s officers any person or group should be restricted from further Fund shall advise you promptly purchases, those officers may direct CSAMSI to notify the Fund’s transfer agent that it should decline to accept any particular order to purchase shares of such determinationthe Fund, including purchase by exchange.
1.5 The 1.6 A Fund agrees will promptly advise CSAMSI of the determination to pay all costs cease accepting orders or selling any class of the Shares or to recommence accepting orders or selling any class of the Shares, and expenses in connection with CSAMSI will convey this advice to the registration Fund’s transfer agent as soon as practicable.
1.7 CSAMSI will prepare and deliver such quarterly reports as requested by each Fund’s governing board of Shares under the Securities Act of 1933directors or trustees, as amendedthe case may be (the “Board”), and all expenses otherwise from time to time as requested by the Fund. Such reports shall be substantially in connection the form requested by the Fund. If requested by the Fund, one or more appropriate CSAMSI representatives shall attend Board meetings at the expense of CSAMSI.
(a) Except as provided in (b) below, pursuant to the shareholder servicing and/or distribution plans, if any (the “12b-1 Plan”) with maintaining facilities for respect to the issue and transfer shares of Shares and for supplying informationa Fund, prices and other data to be furnished adopted by the Fund hereunderpursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1”), and all expenses in connection CSAMSI may provide, or enter into agreements with other parties to provide, the preparation and printing following services: (x) ongoing servicing and/or maintenance of the Fund's prospectuses shareholder accounts or other administrative and statements of additional information for regulatory purposes accounting services and for distribution (y) services that are primarily intended to shareholders; providedresult in, howeveror that are primarily attributable to, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of the Shares.
1.6 The (b) Pursuant to the Distribution Plan (with respect to the Advisor Class), adopted by the Fund agrees pursuant to execute any and all documents and Rule 12b-1, CSAMSI may compensate financial intermediaries to furnish any and all information and otherwise cover certain expenses primarily intended to take all actions which may be reasonably necessary result in the discretion sale of a Fund’s Advisor Class. Pursuant to the Distribution Plan (with respect to the Advisor Class), CSAMSI may also compensate financial intermediaries for administrative and accounting services provided to their customers or clients who are the record and/or beneficial owners of the Advisor Class of a Fund's officers .
(c) In performing all services under this Agreement, CSAMSI shall act in connection conformity with applicable law, the qualification Charter and By-laws of Shares for sale in such states as you may designate to the Fund and the Fund may approveeach Fund, and the Fund agrees investment objective, investment policies and other practices and policies set forth in the Registration Statement relating to pay all expenses which each Fund, as such Registration Statement and practices and policies may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you amended from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 16 contracts
Samples: Distribution Agreement (Credit Suisse Large Cap Blend Fund, Inc.), Distribution Agreement (Credit Suisse Short Duration Bond Fund), Distribution Agreement (Credit Suisse Mid Cap Core Fund, Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities Securi- ties and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunderthere- under. As used in this agreement the terms "registration statementstate- ment" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment amend- ment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 6 contracts
Samples: Distribution Agreement (Dreyfus Florida Municipal Money Market Fund), Distribution Agreement (Premier Insured Municipal Bond Fund), Distribution Agreement (Dreyfus California Tax Exempt Bond Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities Securi- ties and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunderthere- under. As used in this agreement the terms "registration statementstate- ment" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment amend- ment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 6 contracts
Samples: Agreement and Declaration of Trust (Dreyfus Income Funds Inc), Distribution Agreement (Dreyfus Strategic Growth L P), Distribution Agreement (Dreyfus Strategic Growth L P)
Services as Distributor. 1.1 You XXXX agrees to solicit orders for the sale of units of the Fund and to undertake advertising and promotion that it believes reasonable in connection with the solicitation.
1.2 XXXX will act as agent for the distribution of Shares units of the Fund covered by, and in accordance with, the registration Fund's prospectus (the "Prospectus") and statement and prospectus of additional information (the "Statement") then in effect under the Securities Act of 1933, as amendedamended (the "Securities Act"), each included as part of the Registration Statement of the Fund on Form N-1A (the "Registration Statement"), any amendments to the Registration Statement, and will transmit promptly any orders received amendments to, supplements to, or material incorporated by you for purchase reference into the Prospectus or redemption of Shares Statement, being referred to collectively in this Agreement as the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing"Registration Statement.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal."
1.3 You shall act All activities by XXXX as distributor of Shares in compliance units of the Fund will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended0000 (xxx "Xxxxxxxx Xxx").
1.4 Whenever (a) The public offering price of the units of the Fund will be the net asset value determined as set forth in their judgment such action is warranted the Registration Statement.
(b) The Fund's transfer and dividend agent, or any other agent designated in writing by the Fund, will be promptly advised by XXXX of all purchase orders for units of the Fund placed through XXXX. The Fund may cease, on the basis of market, economic or political conditions, or by abnormal circumstances on the basis of any kindother abnormal conditions, the Fund's officers may decline to accept any orders for, for Fund units or make any sales of, any Shares continue to sell units until such time as they the members of the Fund's Board of Trustees (the "Board members") deem it advisable to accept such the orders and to make such sales the sales. The Fund will promptly advise XXXX of the determination to cease accepting orders or selling units or to recommence accepting orders or selling units. The Fund (or its agent) will confirm orders for units placed through XXXX upon their receipt, or in accordance with any exemptive order of the Commission, and will make appropriate book entries pursuant to the instructions of XXXX. XXXX agrees to cause payment for units and instructions as to book entries to be delivered promptly to the Fund shall advise you promptly of such determination(or its agent).
1.5 The outstanding units of the Fund agrees are subject to pay all costs and expenses redemption in connection accordance with the registration of Shares under applicable provisions set forth in the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data Prospectus. The price to be furnished by paid to redeem the Fund hereunderunits will be equal to their net asset value, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary determined as set forth in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund Prospectus and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreementStatement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 6 contracts
Samples: Distribution Agreement (Elfun Global Fund), Distribution Agreement (Elfun Money Market Fund), Distribution Agreement (Elfun Diversified Fund)
Services as Distributor. 1.1 You 1.1. SSGM agrees to solicit orders for the sale of units of the Fund and to undertake advertising and promotion that it believes reasonable in connection with the solicitation.
1.2. SSGM will act as agent for the distribution of Shares units of the Fund covered by, and in accordance with, the registration Fund’s prospectus (the “Prospectus”) and statement and prospectus of additional information (the “Statement”) then in effect under the Securities Act of 1933, as amendedamended (the “Securities Act”), each included as part of the Registration Statement of the Fund on Form N-1A (the “Registration Statement”), any amendments to the Registration Statement, and will transmit promptly any orders received amendments to, supplements to, or material incorporated by you for purchase reference into the Prospectus or redemption of Shares Statement, being referred to collectively in this Agreement as the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing“Registration Statement.”
1.2 You agree to use your best efforts to solicit orders for the sale of Shares1.3. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act All activities by SSGM as distributor of Shares in compliance units of the Fund will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amendedamended (the “1940 Act”), by the Securities and Exchange Commission (the “Commission”) or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”).
1.4 Whenever (a) The public offering price of the units of the Fund will be the net asset value determined as set forth in their judgment such action is warranted by market, economic the Registration Statement.
(b) SSGM will have the right to enter into selected dealer or political conditions, or by abnormal circumstances selling agreements with respect to units of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time and in so doing SSGM will act as they deem it advisable to accept such orders and to make such sales and agent for the Fund shall advise you promptly of such determinationand as principal only on its own behalf.
1.5 1.5. SSGM will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Fund.
1.6. The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees at its own expense to execute any and all documents and documents, to furnish any and all information information, and otherwise to take all actions which any other actions, that may be reasonably necessary in the discretion of the Fund's officers in connection with (a) registering units under the Securities Act, if required, to the extent necessary to have available for sale the number of units as may reasonably be expected to be purchased and (b) the qualification and maintenance of the qualification of Shares units of the Fund for sale in such states as you SSGM may designate to designate, except that the Fund and the Fund may approve, and the Fund agrees will not be obligated to pay all expenses which may execute a general consent to service of process in any state. SSGM shall not be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with liable for damages resulting from the sale of Shares as contemplated units in this agreementjurisdictions where such sale was not authorized under applicable law where SSGM had no information from the Fund or a service provider which has been delegated responsibility by the Fund for such matters that such sale of shares was unauthorized at the time of such sale of shares.
1.7 1.7. The Fund shall will furnish you SSGM from time to time, for use in connection with the sale of Shares, units of the Fund such information with respect to the Fund or any relevant Series and the Shares its units as you SSGM may reasonably request, all of which shall information must be signed by one or more of the Fund's ’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's ’s officers, shall will be true and correct. The Fund will also shall furnish you SSGM upon request with: :
(a) semi-annual reports and annual audited reports financial statements of the Fund's books and accounts made Fund audited at least annually by independent public accountants regularly retained by the Fund, ,
(b) quarterly earnings statements of the Fund or any series of the Fund prepared by the Fund, ,
(c) a monthly itemized list of the securities in the portfolio of the Fund's or, if applicable, each Series' portfolio, ,
(d) monthly balance sheets with respect to the Fund as soon as practicable after the end of each month, and month and
(e) from time to time such any additional information regarding the Fund's financial condition of the Fund as you SSGM may reasonably request.
1.8 1.8. The Fund represents to you SSGM that all registration statements and prospectuses the Registration Statement filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have has been carefully prepared in conformity with the requirements of said Acts the Securities Act and the 1940 Act and the respective rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you SSGM that any registration statement and prospectus, when such registration statement becomes effective, will contain the Registration Statement contains all statements required to be stated therein in conformity with said Acts the Securities Act and the rules and regulations of said the Commission; that all statements of fact contained in any such registration statement and prospectus will be the Registration Statement are true and correct when such registration statement becomes effectivecorrect; and that neither any registration statement nor any prospectus when such registration statement becomes effective will the Registration Statement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall will not be obligated to to, propose from time to time such amendment or amendments to any registration statement the Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, Prospectus as may, in the opinion of the Fund's counsel’s judgment, be necessary or advisable. If the Fund shall does not propose such an amendment or amendments and/or or supplement or supplements within fifteen 15 days after receipt by the Fund of a written request from you SSGM to do so, you SSGM may, at your its option, terminate this agreement Agreement in accordance with the requirements of Section 2 of this Agreement or decline to make offers of the Fund's ’s securities until such the amendments are made. The Fund shall will not file any amendment to any registration statement the Registration Statement or supplement to any prospectus the Prospectus without giving you SSGM reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall Agreement will in any way limit the Fund's ’s right to file at any time such amendments to any registration statement and/or the Registration Statement or supplements to any prospectusthe Prospectus, of whatever character, as the Fund may deem advisable, such this right being in all respects absolute and unconditional.
(a) The Fund authorizes SSGM to use any Prospectus with respect to the Fund in the form furnished to SSGM from time to time in connection with the sale of Fund units and agrees to furnish such quantities of the Prospectus as SSGM may reasonably request. SSGM will devote reasonable time and effort to effect sales of Fund units, but will not be obligated to sell any specific number of units. The services of SSGM under this Agreement are not to be deemed exclusive and nothing contained in this Agreement should be deemed to prevent SSGM from entering into distribution arrangements with other investment companies so long as the performance of its obligations under this Agreement is not impaired by SSGM’s doing so.
(b) In selling the units of the Fund, SSGM will use its best efforts in all respects duly to conform with the requirements of all federal and state laws and regulations of the Financial Industry Regulatory Authority relating to the sale of the units. Neither SSGM nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or the Prospectus or any supplement or in any sales literature specifically approved by the Fund.
(a) The Fund agrees promptly to notify SSGM of the commencement of any litigation or proceedings against the Fund or any of its officers or trustees in connection with the issuance and sale of any units of the Fund.
(b) The Fund agrees to indemnify and hold SSGM, its several officers and directors, and any person who controls SSGM within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) that SSGM, its officers and directors, or any controlling person may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or the Prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either the Registration Statement or Prospectus or necessary to make the statements in any of them not misleading; provided, however, that the Fund’s agreement to indemnify SSGM, its officers and directors, and any controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or omission in the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by SSGM specifically for use in the preparation of the Registration Statement or the Prospectus.
(c) Any person seeking indemnity under Section 1.10(b) shall notify the Fund in writing within a reasonable period after the summons or other first legal process is served on the person seeking indemnification. The failure to notify the Fund in this manner of any such action will not relieve the Fund from any liability under Section 1.10(b) that the Fund may have to the person against whom the action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve the Trust of any liability otherwise than on account of the Fund’s indemnity agreement contained in Section 1.10(b).
(d) The Fund will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.10, but, in such case, the defense will be conducted by counsel of good standing chosen by the Fund and approved by SSGM (who will not, except with the consent of SSGM, be counsel to the Fund). In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by SSGM, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case SSGM does not approve of counsel chosen by the Fund, the Fund will reimburse SSGM, its officers and directors, or any controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by SSGM or them.
(e) The Fund’s indemnification agreement contained in Section 1.10(b) and the Fund’s representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of SSGM, its officers and directors, or any controlling person, and will survive the delivery of any units of the Fund. The Fund’s agreement of indemnity will inure exclusively to SSGM’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Fund will not be obligated to indemnify any entity or person pursuant to Section 1.10(b) against any liability to which SSGM, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.
(a) SSGM agrees to indemnify and hold the Fund, its several officers and Board members, and any person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) that the Fund, its officers or Board members, or any controlling person, may incur under the Securities Act, or under common law or otherwise, but only to the extent that the liability or expense incurred by the Fund, its officers or Board members, or any controlling person resulting from the claims or demands arise out of or are based upon any untrue, or alleged untrue statement of a material fact contained in information furnished in writing by SSGM to the Fund specifically for use in the Registration Statement and used in the Fund’s answers to any of the items of the Registration Statement or in the corresponding statements made in the Prospectus, or arise out of or are based upon any omission, or alleged omission, to state a material fact in connection with the information furnished in writing by SSGM to the Fund or necessary to make the information not misleading.
(b) Any person seeking indemnity under Section 1.11(a) shall notify SSGM in writing within a reasonable period after the summons or other first legal process is served on the person seeking indemnification. The failure to notify SSGM in this manner of any such action will not relieve SSGM from any liability under this Section 1.11 that SSGM may have to the person against whom the action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve the Trust of any liability otherwise than on account of SSGM’s indemnity agreement contained in Section 1.11(a).
(c) SSGM will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.11, but, in such case, the defense will be conducted by counsel of good standing chosen by SSGM and approved by the Fund (who will not, except with the consent of the Fund, be counsel to SSGM). In the event SSGM elects to assume the defense of any such suit and retain counsel of good standing approved by the Fund, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case SSGM does not elect to assume the defense of any such suit, or in case the Fund does not approve of counsel chosen by SSGM, SSGM will reimburse the Fund, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by the Fund or them.
(d) SSGM will not be obligated to indemnify any entity or person pursuant to this Section 1.11 against any liability to which the Fund, its officers and Board members, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.
1.12. The Fund agrees to advise SSGM immediately in writing:
(a) of any request by the Commission for amendments to the Registration Statement or the Prospectus or any additional information regarding the Fund;
(b) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceeding for that purpose;
(c) of the happening of any event that makes untrue or misleading any statement of a material fact made in the Registration Statement or the Prospectus or that requires the making of any change in the Registration Statement or the Prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Commission with respect to any amendments to the Registration Statement or the Prospectus, including any supplements, that may from time to time be filed with the Commission.
Appears in 6 contracts
Samples: Distribution Agreement (Elfun Income Fund), Distribution Agreement (Elfun Trusts), Distribution Agreement (Elfun Tax Exempt Income Fund)
Services as Distributor. 1.1 You will act The Distributor, as agent for the distribution of Shares covered byTrust, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree agrees to use your best appropriate efforts to promote each Fund and to solicit orders for the sale purchase of SharesShares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. It is contemplated that you will enter into sales or servicing agreements with securities The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to dealers, financial institutions brokers or other persons responsible for orders for the Shares, pursuant to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trust, the Distributor and other industry professionalsEvergreen Investment Services, such Inc. ("EIS") (which was formerly known as investment advisersEvergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), accountants as marketing services agent (as amended and estate planning firmssupplemented from time to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled.
1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in so doing you will act only writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on your own behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as principalto such Fund or Funds.
1.3 You shall act All activities by the Distributor and its agents and employees as the distributor of Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company 1940 Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the "1934 Act").
1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust.
1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund.
1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the FundTrust's officers may decline to accept any orders for, for or make any sales of, any of Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably requestsales.
1.8 The Fund represents Distributor will act only on its own behalf as principal if it chooses to you that all enter into selling agreements with selected dealers or others. The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the NASD or are exempt from registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission as a broker-dealer under the Securities Act of 19331934 Act.
1.9 The Distrixxxxx xxrees to adopt compliance standards, as amended, and under the Investment Company Act of 1940, as amended, with respect in a form satisfactory to the Shares have been carefully prepared in conformity with Trust, governing the requirements of said Acts and rules and regulations operation of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto multiple class distribution system under which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments Shares are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionaloffered.
Appears in 6 contracts
Samples: Distribution Agreement (Evergreen Fixed Income Trust /De/), Distribution Agreement (Evergreen Municipal Trust /De/), Distribution Agreement (Evergreen Equity Trust /De/)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may exxxx xnto sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may Trust may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be as it may deem necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the FundTrust's securities until such amendments are made. The Fund shall not file Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advanceprospectus; provided, however, that nothing contained in this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 5 contracts
Samples: Distribution Agreement (First Trust Exchange Traded Fund III), Distribution Agreement (First Trust Exchange-Traded Fund Vi), Distribution Agreement (First Trust Exchange-Traded Fund)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement, provided that the Fund's Administrator has agreed to pay the costs of preparing and printing advertising materials and of printing prospectuses for distribution to persons who are not shareholders of the Fund.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 5 contracts
Samples: Distribution Agreement (Mpam Funds Trust), Distribution Agreement (Mpam Funds Trust), Distribution Agreement (Mpam Funds Trust)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under 1933 Act, the Securities Exchange Act of 1934, as amendedamended and the National Association of Securities Dealers, Inc.'s (the "NASD") Conduct Rules, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreementAgreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission SEC under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission SEC thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission SEC and any amendments and supplements thereto which at any time shall have been filed with said Commissionthe SEC. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commissionthe SEC; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement Agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 4 contracts
Samples: Distribution Agreement (Merrimac Series), Distribution Agreement (Merrimac Series), Distribution Agreement (Merrimac Series)
Services as Distributor. 1.1 You 1.1. The Distributor agrees to solicit orders for the sale of units of the Fund and to undertake advertising and promotion that it believes reasonable in connection with the solicitation.
1.2. The Distributor will act as agent for the distribution of Shares units of the Fund covered by, and in accordance with, the registration Fund’s prospectus (the “Prospectus”) and statement and prospectus of additional information (the “Statement”) then in effect under the Securities Act of 1933, as amendedamended (the “Securities Act”), each included as part of the Registration Statement of the Fund on Form N-1A (the “Registration Statement”), any amendments to the Registration Statement, and will transmit promptly any orders received amendments to, supplements to, or material incorporated by you for purchase reference into the Prospectus or redemption of Shares Statement, being referred to collectively in this Agreement as the Transfer and Dividend Disbursing Agent for “Registration Statement.”
1.3. All activities by the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act Distributor as distributor of Shares in compliance units of the Fund will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amendedamended (the “1940 Act”), by the Securities and Exchange Commission (the “Commission”) or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”).
1.4 Whenever (a) The public offering price of the units of the Fund will be the net asset value determined as set forth in their judgment such action is warranted by market, economic the Registration Statement.
(b) The Distributor will have the right to enter into selected dealer or political conditions, or by abnormal circumstances selling agreements with respect to units of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time and in so doing the Distributor will act as they deem it advisable to accept such orders and to make such sales and agent for the Fund shall advise you promptly of such determinationand as principal only on its own behalf.
1.5 1.5. The Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Fund.
1.6. The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees at its own expense to execute any and all documents and documents, to furnish any and all information information, and otherwise to take all actions which any other actions, that may be reasonably necessary in the discretion of the Fund's officers in connection with (a) registering units under the Securities Act, if required, to the extent necessary to have available for sale the number of units as may reasonably be expected to be purchased and (b) the qualification and maintenance of the qualification of Shares units of the Fund for sale in such states as you the Distributor may designate to designate, except that the Fund and the Fund may approve, and the Fund agrees will not be obligated to pay all expenses which may execute a general consent to service of process in any state. The Distributor shall not be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with liable for damages resulting from the sale of Shares as contemplated units in this agreementjurisdictions where such sale was not authorized under applicable law where the Distributor had no information from the Fund or a service provider which has been delegated responsibility by the Fund for such matters that such sale of shares was unauthorized at the time of such sale of shares.
1.7 1.7. The Fund shall will furnish you the Distributor from time to time, for use in connection with the sale of Shares, units of the Fund such information with respect to the Fund or any relevant Series and its units as the Shares as you Distributor may reasonably request, all of which shall information must be signed by one or more of the Fund's ’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's ’s officers, shall will be true and correct. The Fund will also shall furnish you the Distributor upon request with: :
(a) semi-annual reports and annual audited reports financial statements of the Fund's books and accounts made Fund audited at least annually by independent public accountants regularly retained by the Fund, ,
(b) quarterly earnings statements of the Fund or any series of the Fund prepared by the Fund, ,
(c) a monthly itemized list of the securities in the portfolio of the Fund's or, if applicable, each Series' portfolio, ,
(d) monthly balance sheets with respect to the Fund as soon as practicable after the end of each month, and month and
(e) from time to time such any additional information regarding the Fund's financial condition of the Fund as you the Distributor may reasonably request.
1.8 1.8. The Fund represents to you the Distributor that all registration statements and prospectuses the Registration Statement filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have has been carefully prepared in conformity with the requirements of said Acts the Securities Act and the 1940 Act and the respective rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you the Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain the Registration Statement contains all statements required to be stated therein in conformity with said Acts the Securities Act and the rules and regulations of said the Commission; that all statements of fact contained in any such registration statement and prospectus will be the Registration Statement are true and correct when such registration statement becomes effectivecorrect; and that neither any registration statement nor any prospectus when such registration statement becomes effective will the Registration Statement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall will not be obligated to to, propose from time to time such amendment or amendments to any registration statement the Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, Prospectus as may, in the opinion of the Fund's counsel’s judgment, be necessary or advisable. If the Fund shall does not propose such an amendment or amendments and/or or supplement or supplements within fifteen 15 days after receipt by the Fund of a written request from you the Distributor to do so, you the Distributor may, at your its option, terminate this agreement Agreement in accordance with the requirements of Section 2 of this Agreement or decline to make offers of the Fund's ’s securities until such the amendments are made. The Fund shall will not file any amendment to any registration statement the Registration Statement or supplement to any prospectus the Prospectus without giving you the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall Agreement will in any way limit the Fund's ’s right to file at any time such amendments to any registration statement and/or the Registration Statement or supplements to any prospectusthe Prospectus, of whatever character, as the Fund may deem advisable, such this right being in all respects absolute and unconditional.
(a) The Fund authorizes the Distributor to use any Prospectus with respect to the Fund in the form furnished to the Distributor from time to time in connection with the sale of Fund units and agrees to furnish such quantities of the Prospectus as the Distributor may reasonably request. the Distributor will devote reasonable time and effort to effect sales of Fund units, but will not be obligated to sell any specific number of units. The services of the Distributor under this Agreement are not to be deemed exclusive and nothing contained in this Agreement should be deemed to prevent the Distributor from entering into distribution arrangements with other investment companies so long as the performance of its obligations under this Agreement is not impaired by the Distributor’s doing so.
(b) In selling the units of the Fund, the Distributor will use its best efforts in all respects duly to conform with the requirements of all federal and state laws and regulations of the Financial Industry Regulatory Authority relating to the sale of the units. Neither the Distributor nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or the Prospectus or any supplement or in any sales literature specifically approved by the Fund.
(a) The Fund agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Fund or any of its officers or trustees in connection with the issuance and sale of any units of the Fund.
(b) The Fund agrees to indemnify and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) that the Distributor, its officers and directors, or any controlling person may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or the Prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either the Registration Statement or Prospectus or necessary to make the statements in any of them not misleading; provided, however, that the Fund’s agreement to indemnify the Distributor, its officers and directors, and any controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or omission in the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by the Distributor specifically for use in the preparation of the Registration Statement or the Prospectus.
(c) Any person seeking indemnity under Section 1.10(b) shall notify the Fund in writing within a reasonable period after the summons or other first legal process is served on the person seeking indemnification. The failure to notify the Fund in this manner of any such action will not relieve the Fund from any liability under Section 1.10(b) that the Fund may have to the person against whom the action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve the Trust of any liability otherwise than on account of the Fund’s indemnity agreement contained in Section 1.10(b).
(d) The Fund will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.10, but, in such case, the defense will be conducted by counsel of good standing chosen by the Fund and approved by the Distributor (who will not, except with the consent of the Distributor, be counsel to the Fund). In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case the Distributor does not approve of counsel chosen by the Fund, the Fund will reimburse the Distributor, its officers and directors, or any controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by the Distributor or them.
(e) The Fund’s indemnification agreement contained in Section 1.10(b) and the Fund’s representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors, or any controlling person, and will survive the delivery of any units of the Fund. The Fund’s agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Fund will not be obligated to indemnify any entity or person pursuant to Section 1.10(b) against any liability to which the Distributor, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.
(a) The Distributor agrees to indemnify and hold the Fund, its several officers and Board members, and any person, if any, who controls the Fund within the meaning of
Appears in 4 contracts
Samples: Distribution Agreement (Elfun Government Money Market Fund), Distribution Agreement (Elfun Income Fund), Distribution Agreement (Elfun Trusts)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Fund's agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof. The Fund's agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund's being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Fund at its address set forth above within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund's indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Fund's indemnification agreement contained in this paragraph 1.9 and the Fund's representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund's registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter or telegram addressed to you at your address set forth above within ten days after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10. This agreement of indemnity will inure exclusively to the Fund's benefit, to the benefit of the Fund's officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission.
Appears in 3 contracts
Samples: Distribution Agreement (Dreyfus Premier Investment Funds Inc), Distribution Agreement (Advantage Funds, Inc.), Distribution Agreement (Dreyfus Dynamic Alternatives Fund, Inc.)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may xxxxx into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may Trust may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be as it may deem necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the FundTrust's securities until such amendments are made. The Fund shall not file Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advanceprospectus; provided, however, that nothing contained in this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 3 contracts
Samples: Distribution Agreement (First Trust Exchange-Traded Alphadex Fund), Distribution Agreement (First Trust Exchange-Traded Fund Ii), Distribution Agreement (First Trust Exchange-Traded Alphadex Fund)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You will undertake and discharge your obligations hereunder as an independent contractor and shall have no authority or power to obligate or bind us by your actions, conduct or contracts except that you are authorized to accept orders for the purchase or repurchase of the Shares as our agent. You may appoint sub-agents or distribute through dealers, your own sales representatives or otherwise as you may determine from time to time, but this Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale or repurchase of Shares of the Fund on our behalf or otherwise act as our agent for any purpose.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisersadvisors, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amendedamended and the National Association of Securities Dealers, Inc.'s (the "NASD") Conduct Rules, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission. the National Association of Securities Dealers, Inc. and/or state securities administrators. You shall not disseminate to the public any such materials without prior approval by Xxxxxxxxxx Asset Management, LLC.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly advise other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of SharesShares except for the payment of Rule 12b-I fees under the terms of a written agreement.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such your own qualification. You shall pay all expenses connected with your own qualification as a dealer under wider state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Montgomery Funds I), Distribution Agreement (Montgomery Funds Ii)
Services as Distributor. 1.1 You CSAMSI will be the "principal underwriter" of the Shares (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")), and as such, will act as agent for the distribution of all classes of the Shares covered by, and in accordance with, by the Fund's registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly the 1940 Act (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any orders received by you for purchase or redemption of Shares amendments to the Transfer registration statement, and Dividend Disbursing Agent for any supplements to, or material incorporated by reference into the Fund prospectus or statement of which additional information, being referred to collectively in this Agreement as the Fund has notified you in writing"Registration Statement").
1.2 You agree CSAMSI agrees to use your best appropriate efforts to solicit orders for the sale of Sharesthe Shares at such prices and on the terms and conditions set forth in the Registration Statement. It is contemplated that you will enter into sales or servicing agreements CSAMSI agrees to file with securities dealers, financial institutions and other industry professionalsall necessary regulatory authorities, such as investment advisersthe National Association of Securities Dealers, accountants Inc. (the "NASD") and estate planning firmsthe Securities and Exchange Commission (the "SEC"), such advertising and in so doing you sales literature as has been previously approved by the Fund. CSAMSI agrees that it will act only on your own behalf as principalhave legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the SEC and the NASD, for the form and use of all advertising and sales literature for the Fund which CSAMSI prepares, uses, approves for use and/or files with the SEC and/or the NASD.
1.3 You shall act All activities by CSAMSI as distributor of the Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission SEC or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever CSAMSI agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Funds and their respective performance, (b) accept purchase, redemption and exchange orders by telephone or other appropriate means as agreed to with the Fund in their accordance with the pricing and other terms in each Registration Statement, (c) provide prospectuses and application forms of other Warburg Pincus Funds upon request, (d) enter into distribution and service agreements with broker-dealers and other financial intermediaries, and (e) perform such other services as the parties may agree from time to time. CSAMSI will act only on its own behalf as principal should it choose to enter into distribution or service agreements but agrees not to enter into any such agreements without the prior written consent of a duly authorized Fund officer.
1.5 CSAMSI acknowledges that, whenever in the judgment of the Fund's officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may direct CSAMSI to decline to accept any orders for, or make any sales of, any class of the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933sales. In addition, as amendedCSAMSI acknowledges that, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary whenever in the discretion judgment of the Fund's officers any person or group is likely to engage in connection with excessive trading, those officers may direct CSAMSI to decline to accept any particular order to purchase shares of the qualification Fund, including purchase by exchange.
1.6 CSAMSI will transmit any orders received by it for purchase, redemption or exchange of the Shares to State Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend disbursing agent, or its delegate or successor of which CSAMSI is notified in writing. The Fund will promptly advise CSAMSI of the determination to cease accepting orders or selling any class of the Shares or to recommence accepting orders or selling any class of the Shares. The Fund (or its agent) will confirm orders for sale in such states the Shares placed through CSAMSI, and will make appropriate book entries pursuant to the instructions of CSAMSI. CSAMSI agrees to cause any payment for Shares received by it and any instructions as you may designate to book entries received by it to be delivered promptly to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state (or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreementits agent).
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, CSAMSI will prepare and deliver such information with respect to the Fund or any relevant Series and the Shares quarterly reports as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed requested by the Fund's officersboard of directors (the "Board"), and otherwise from time to time as requested by the Fund. Such reports shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of substantially in the form requested by the Fund's books and accounts made by independent public accountants regularly retained . If requested by the Fund, (b) quarterly earnings statements prepared by one or more appropriate CSAMSI representatives shall attend Board meetings at the Fund, (c) a monthly itemized list expense of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably requestCSAMSI.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Credit Suisse Global Financial Services Fund Inc), Distribution Agreement (Credit Suisse Institutional Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the Fund's registration statement and prospectus and statement of additional information then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingwriting from time to time.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may appoint sub-agents and enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalprincipal and not as principal for the Fund. This Agreement shall not be construed as authorizing any securities dealer or other person to accept orders for sale or repurchase on our behalf or otherwise act as our agent for any purpose. However, the Fund and each Series retain the right to make direct sales of Shares consistent with the terms of the prospectus and statement of additional information relating to the Shares then in effect under the Securities Act of 1933, as amended, and applicable law, and to engage in other legally authorized transactions in Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Fund or any Series or class and its shareholders only, transactions involving the reorganization of the Fund or any Series, and transactions involving the merger or combination of the Fund or any Series with another corporation or trust.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member in good standing of the NASD and that you will maintain registration and membership for the life of the agreement.
1.4 Whenever Other than our prospectus and statement of additional information relating to the Shares then in effect under the Securities Act of 1933, as amended, you will not issue any sales material or statements except literature or advertising which conforms to the requirements of Federal and State securities laws and regulations and which have been filed, where necessary, with the appropriate regulatory authorities. You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their judgment such action is warranted use as may be required by market, economic or political conditions, or by abnormal circumstances of any kindthe Securities and Exchange Commission, the Fund's officers NASD and/or state securities administrators.
1.5 The Fund may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it deems it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for their distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of SharesShares pursuant to this agreement. You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification registration and/or qualification, as applicable, of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all reasonable expenses which may be incurred in connection with such qualificationqualification or registration. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: you
(a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings semi-annual financial statements prepared by the Fund, us; (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, registration statements; and (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares and the Fund have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Brinson Funds Inc), Distribution Agreement (Brinson Funds Inc)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Xxxxxx. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may Trust may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be as it may deem necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the FundTrust's securities until such amendments are made. The Fund shall not file Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advanceprospectus; provided, however, that nothing contained in this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (First Trust Exchange-Traded Alphadex Fund Ii), Distribution Agreement (First Trust Exchange-Traded Alphadex Fund Ii)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus of the Company then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund Company of which the Fund Company has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of SharesShares in accordance with the terms and conditions of the aforementioned prospectus. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended, and the Xxxxx-Xxxxxxxx Act to the extent applicable.
1.4 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Company's Shares not in the best interest of the Company, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales sales; and the Fund each party shall advise you promptly the other party of any such determination.
1.5 The Fund Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund Company hereunder, and all expenses in connection with the preparation and printing of the FundCompany's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein the Company shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 The Fund Company agrees to execute any and all documents and to furnish any and all information and otherwise use its best efforts to take all actions which that may be reasonably necessary in the discretion of the Fund's Company' s officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund Company and the Fund Company may approve, and the Fund Company agrees to pay all expenses which that may be incurred in connection with such qualification; provided, however that the Company shall not be required to qualify to do business as a foreign corporation in any jurisdiction. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund Company shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund Company or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundCompany's duly authorized officers; and the Fund Company warrants that the statements contained in any such information, when so signed by the FundCompany's officers, shall be true and correct. The Fund Company also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundCompany's books and accounts made by independent public accountants regularly retained by the FundCompany, (b) quarterly earnings statements prepared by the FundCompany, (c) a monthly itemized list of the securities in the FundCompany's or, if applicable, each Series' Series portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundCompany's financial condition as you may reasonably request.
1.8 The Fund Company represents to you that all registration statements and prospectuses filed by the Fund Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the then-current requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which that at any time shall have been filed with said Commission. The Fund Company represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Fund may Company may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the FundCompany's counsel, be necessary or advisable. If the Fund Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Company of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the FundCompany's securities until such amendments are made. The Fund Company shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the FundCompany's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (National Investors Cash Management Fund Inc), Distribution Agreement (National Investors Cash Management Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's ’s officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's ’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's ’s officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement, provided that the Fund’s Administrator has agreed to pay the costs of preparing and printing advertising materials and of printing prospectuses for distribution to persons who are not shareholders of the Fund.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's ’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's ’s officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's ’s books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's ’s or, if applicable, each Series' ’ portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's ’s financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "“registration statement" ” and "“prospectus" ” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's ’s counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's ’s securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Fund’s agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof. The Fund’s agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund’s being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Fund at its address set forth above within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Fund’s indemnification agreement contained in this paragraph 1.9 and the Fund’s representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund’s registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter or telegram addressed to you at your address set forth above within ten days after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10. This agreement of indemnity will inure exclusively to the Fund’s benefit, to the benefit of the Fund’s officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Fund’s obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund’s prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Distribution Agreement (Bny Mellon Funds Trust), Distribution Agreement (Bny Mellon Funds Trust)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amendedamended and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.this
Appears in 2 contracts
Samples: Distribution Agreement (Burridge Funds), Distribution Agreement (Burridge Funds)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Xxxxxx. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.in
Appears in 2 contracts
Samples: Distribution Agreement (First Trust Exchange-Traded Fund Viii), Distribution Agreement (First Trust Exchange-Traded Fund Iv)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection connec tion with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection con nection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission Commis sion under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectusprospec tus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements supple ments thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration regis tration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement supple ment to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Dreyfus Growth & Income Fund Inc /New/), Distribution Agreement (General Municipal Money Market Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's ’s officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's ’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's ’s officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's ’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's ’s officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's ’s books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's ’s or, if applicable, each Series' ’ portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's ’s financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "“registration statement" ” and "“prospectus" ” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's ’s counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's ’s securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Fund’s agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof. The Fund’s agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund’s being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Fund at its address set forth above within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Fund’s indemnification agreement contained in this paragraph 1.9 and the Fund’s representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund’s registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter or telegram addressed to you at your address set forth above within ten days after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10. This agreement of indemnity will inure exclusively to the Fund’s benefit, to the benefit of the Fund’s officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Fund’s obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund’s prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Distribution Agreement (Strategic Funds, Inc.), Distribution Agreement (Dreyfus Laurel Funds Trust)
Services as Distributor. 1.1 You The Xxxxxxx Co. will act as agent for the distribution of the Investor Shares and Institutional Shares covered by, and in accordance with, by the post-effective amendment to the Fund's registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption the Investment Company Act of Shares 1940, as amended (the "1940 Act") pertaining to the Transfer Investor Shares and Dividend Disbursing Agent for the Institutional Shares of the Fund (the post-effective amendment to the registration statement, together with the prospectuses (the "prospectus") and statement of which additional information (the Fund has notified you "statement of additional information") included as part thereof, any amendments or supplements thereto, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in writingthis Agreement as the "registration statement").
1.2 You agree The Xxxxxxx Co. agrees to use your best appropriate efforts to solicit orders for the sale of Shares. It the Investor Shares and Institutional Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is contemplated that you will enter into sales or servicing agreements reasonable in connection with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalsolicitation.
1.3 You shall act All activities by The Xxxxxxx Co. as distributor of the Investor Shares in compliance and Institutional Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever The Xxxxxxx Co. agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance and (b) perform such other services as are described in the registration statement and in the Investor Class Distribution Plan (the "Investor Class Plan") and in the Institutional Class Distribution Plan (the "Institutional Class Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by The Xxxxxxx Co., without limitation, distributing and receiving subscription order forms and receiving written redemption requests.
(a) The Xxxxxxx Co. will be paid fees under the Investor Class Plan to compensate The Xxxxxxx Co. or enable The Xxxxxxx Co. to compensate other persons, ("Service Providers"), including any other distributor of Investor Shares, for providing: (i) services primarily intended to result in the sale of Investor Shares ("Investor Selling Services"), and (ii) stockholder servicing, administrative and accounting services ("Investor Administrative Services" and collectively with Investor Selling Services, "Investor Services"). Investor Selling Services may include, but are not limited to: the printing and distribution to prospective investors in Investor Shares of prospectuses and statements of additional information describing the Fund; the preparation, including printing, and distribution of sales literature, reports and media advertisements relating to the Investor Shares; providing telephone services relating to the Fund; distributing Investor Shares; costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; and costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may, from time to time, deem advisable. In The Xxxxxxx Co. October 28, 1997 Page 3 providing compensation for Investor Selling Services in accordance with the Investor Class Plan, The Xxxxxxx Co. is expressly authorized (i) to make, or cause to be made, payments reflecting an allocation of overhead and other office expenses related to providing Investor Services; (ii) to make, or cause to be made, payments, or to provide for the reimbursement of expenses of, persons who provide support services in connection with the distribution of Investor Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Investor Service; and (iii) to make, or cause to be made, payments to compensate selected dealers or other authorized persons for providing any Investor Services. Administrative Services may include, but are not limited to, (i) responding to inquiries of prospective investors regarding the Fund; (ii) services to stockholders not otherwise required to be provided by the Fund's custodian or any co-administrator; (iii) establishing and maintaining accounts and records on behalf of Fund stockholders; (iv) processing purchase, redemption and exchange transactions in Investor Shares; and (v) other similar services not otherwise required to be provided by the Fund's transfer agent or any co-administrator. Payments under the Investor Class Plan are not tied exclusively to the selling and administrative expenses actually incurred by The Xxxxxxx Co. or any Service Provider, and the payments may exceed expenses actually incurred by The Xxxxxxx Co. and/or a Service Provider. Furthermore, any portion of any fee paid to The Xxxxxxx Co. or to any of its affiliates by the Fund or any of their past profits or other revenue may be used in their sole discretion to provide services to stockholders of the Fund or to xxxxxx distribution of Investor Shares.
(b) Pursuant to the Investor Class Plan, the Fund will pay The Xxxxxxx Co. on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of up to .75% of the average daily net assets of the Investor Shares of the Fund consisting of up to .50% as compensation for Investor Selling Services and .25% as compensation for Investor Administrative Services provided by The Xxxxxxx Co. to the Investor Shares pursuant to this Agreement. 1.6
(a) The Xxxxxxx Co. will be paid fees under the Institutional Class Plan to compensate The Xxxxxxx Co. or enable The Xxxxxxx Co. to compensate other persons, including any other distributor of the Institutional Shares or institutional stockholders of record of the Institutional Shares, including but not limited to retirement plans, broker-dealers, depository institutions, and other financial intermediaries ("Institutions"), who own Institutional Shares on behalf of their customers, clients or (in the case of retirement plans) participants ("Customers") and companies providing certain services to Customers (collectively with Institutions, "Service The Xxxxxxx Co. October 28, 1997 Page 4
(b) The annual fee paid to The Xxxxxxx Co. with respect to Institutional Selling Services will compensate The Xxxxxxx Co., or allow The Xxxxxxx Co. to compensate Service Organizations, to cover certain expenses primarily intended to result in the sale of the Institutional Shares, including, but not limited to: (i) costs of payments made to employees that engage in the distribution of the Institutional Shares; (ii) payments made to, and expenses of, persons who provide support services in connection with the distribution of the Institutional Shares, including, but not limited to, office space and equipment, telephone facilities, processing stockholder transactions and providing any other stockholder services not otherwise provided by the Fund's transfer agent; (iii) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (iv) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of the Institutional Shares; (v) costs involved in preparing, printing and distributing sales literature pertaining to the Fund, and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may, from time to time, deem advisable.
(c) The annual fee paid to The Xxxxxxx Co. with respect to Institutional Administrative Services will compensate The Xxxxxxx Co., or allow The Xxxxxxx Co. to compensate Service Organizations, for personal service and/or the maintenance of Customer accounts, including but not limited to (i) responding to Customer inquiries, (ii) providing information on Customer investments, and (iii) providing other stockholder liaison services and for administrative and accounting services to Customers, including, but not limited to: (a) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's distributor or transfer agent; (b) providing Customers with a service that invests the assets of their accounts in the Institutional Shares;
(c) processing dividend payments from the Fund on behalf of Customers; (d) providing information periodically to Customers showing their positions in the Institutional Shares; (e) arranging for bank wires; (f) providing sub-accounting with respect to the Institutional Shares beneficially owned by Customers or the information to the Fund necessary for The Xxxxxxx Co. October 28, 1997 Page 5
(d) Pursuant to the Institutional Class Plan, the Fund will pay The Xxxxxxx Co. on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of up to .25% of the average daily net assets of the Institutional Shares of the Fund for Selling Services and Administrative Services provided by The Xxxxxxx Co. or any Service Organizations to the Institutional Shares pursuant to this Agreement.
1.7 The Xxxxxxx Co. acknowledges that, whenever in the judgment of the Corporation's officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may decline to accept any orders for, or make any sales of, any the Investor Shares or Institutional Shares until such time as they those officers deem it advisable to accept such orders and to make such sales sales.
1.8 The Xxxxxxx Co. will transmit any orders received by it for purchase or redemption of the Investor Shares and Institutional Shares to Fund/Plan Services, Inc. ("Fund/Plan"), the Fund's transfer and dividend disbursing agent, or its successor of which The Xxxxxxx Co. is notified in writing. The Fund will promptly advise The Xxxxxxx Co. of the determination to cease accepting orders or selling Investor Shares or Institutional Shares or to recommence accepting orders or selling Investor Shares or Institutional Shares. The Fund (or its agent) will confirm orders for Investor Shares and Institutional Shares placed through The Xxxxxxx Co. upon their receipt, or in accordance with any exemptive order of the SEC, and will make appropriate book entries pursuant to the instructions of The Xxxxxxx Co. The Xxxxxxx Co. agrees to cause payment for Investor Shares and Institutional Shares and instructions as to book entries to be delivered promptly to the Fund (or its agent).
1.9 The outstanding Investor Shares and Institutional Shares are subject to redemption as set forth in the prospectus. The price to be paid to redeem the Investor Shares and Institutional Shares will be determined as set forth in the prospectus.
1.10 The Xxxxxxx Co. will prepare and deliver reports to the Treasurer of the Corporation on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement, the Investor Class Plan and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished Institutional Class Plan adopted by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution pursuant to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund Rule 12b-1 and the Fund may approvepurposes therefor, and as well as any supplemental reports as the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) Directors from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.11 The Fund represents Xxxxxxx Co. will create and maintain all records required of it pursuant to you that its duties hereunder in accordance with all registration statements applicable laws, rules and prospectuses filed regulations, including records required by Section 31(a) of the 1940 Act. All such records will be the property of the Corporation and will be available upon request of the Corporation for inspection, copying and use by the Fund with Corporation and will be surrendered to the Securities Corporation promptly upon demand of the Corporation. Where applicable, such records will be maintained by The Xxxxxxx Co. for the periods and Exchange Commission in the places required by Rule 31a-2 under the Securities Act 1940 Act. Upon termination of 1933this Agreement, as amended, and under the Investment Company Act of 1940, as amended, with respect The Xxxxxxx Co. will promptly surrender all such records to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when Corporation or such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, person as the Fund Corporation may deem advisable, such right being in all respects absolute and unconditionaldesignate.
Appears in 2 contracts
Samples: Distribution Agreement (Chapman Funds Inc), Distribution Agreement (Chapman Funds Inc)
Services as Distributor. 1.1 You CSSU will be the “principal underwriter” of the Shares (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), and as such, will act as agent for the distribution of all classes of the Shares covered by, and in accordance with, the by each Fund’s registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly the 1940 Act (the registration statement, together with the prospectuses (each a “Prospectus”) and statements of additional information (each an “SAI”) included as part of the registration statement, any orders received by you for purchase or redemption of Shares amendments to the Transfer registration statement, and Dividend Disbursing Agent for any supplements to, or material incorporated by reference into the Fund of which Prospectus or SAI, being referred to collectively in this Agreement as the Fund has notified you in writing“Registration Statement”).
1.2 You agree CSSU agrees to use your best appropriate efforts to market the Funds and solicit orders for the sale of Sharesthe Shares at such prices and on the terms and conditions set forth in the Registration Statement. It is contemplated that you will enter into sales or servicing agreements CSSU agrees to file with securities dealers, financial institutions and other industry professionalsall necessary regulatory authorities, such as investment advisersthe Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (the “SEC”), accountants such advertising and estate planning firmssales literature as has been previously approved by the Funds. CSSU agrees that it will have legal responsibility under all applicable laws, rules and in so doing you will act only on your own behalf as principalregulations, including the rules and regulations of the SEC and the FINRA, for the form and use of all advertising and sales literature for the Funds which CSSU prepares, uses, approves for use and/or files with the SEC and/or the FINRA.
1.3 You shall act All activities by CSSU as distributor of the Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission SEC or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever CSSU agrees to (a) provide one or more persons during normal business hours to respond to telephone questions from prospective investors concerning the Funds that are referred to it by the Funds’ transfer agent, (b) monitor the processing of purchase, redemption and exchange orders for Fund shares by the Funds’ transfer agent, (c) enter into distribution and service agreements with broker-dealers and other financial intermediaries, and (d) perform such other services as the parties may agree from time to time. CSSU will act only on its own behalf as principal should it choose to enter into distribution or service agreements but agrees not to enter into any such agreements without the prior written consent of a duly authorized Fund officer.
1.5 CSSU acknowledges that, whenever in their the judgment of a Fund’s officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may direct CSSU to decline to accept any orders for, or make any sales of, any class of the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and sales. In addition, CSSU acknowledges that, whenever in the judgment of a Fund’s officers any person or group should be restricted from further Fund shall advise you promptly purchases, those officers may direct CSSU to notify the Fund’s transfer agent that it should decline to accept any particular order to purchase shares of such determinationthe Fund, including purchase by exchange.
1.5 The 1.6 A Fund agrees will promptly advise CSSU of the determination to pay all costs cease accepting orders or selling any class of the Shares or to recommence accepting orders or selling any class of the Shares, and expenses in connection with CSSU will convey this advice to the registration Fund’s transfer agent as soon as practicable.
1.7 CSSU will prepare and deliver such quarterly reports as requested by each Fund’s governing board of Shares under the Securities Act of 1933directors or trustees, as amendedthe case may be (the “Board”), and all expenses otherwise from time to time as requested by the Fund. Such reports shall be substantially in connection the form requested by the Fund. If requested by the Fund, one or more appropriate CSSU representatives shall attend Board meetings at the expense of CSSU.
(a) Except as provided in (b) below, pursuant to the shareholder servicing and/or distribution plans, if any (the “12b-1 Plan”) with maintaining facilities for respect to the issue and transfer shares of Shares and for supplying informationa Fund, prices and other data to be furnished adopted by the Fund hereunderpursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1”), and all expenses in connection CSSU may provide, or enter into agreements with other parties to provide, the preparation and printing following services: (x) ongoing servicing and/or maintenance of the Fund's prospectuses shareholder accounts or other administrative and statements of additional information for regulatory purposes accounting services and for distribution (y) services that are primarily intended to shareholders; providedresult in, howeveror that are primarily attributable to, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of the Shares.
1.6 The Fund agrees to execute any (b) In performing all services under this Agreement, CSSU shall act in conformity with applicable law, the Charter and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion By-laws of the each Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees investment objective, investment policies and other practices and policies set forth in the Registration Statement relating to pay all expenses which each Fund, as such Registration Statement and practices and policies may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you amended from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Credit Suisse Commodity Strategy Funds), Distribution Agreement (Credit Suisse Opportunity Funds)
Services as Distributor. 1.1 You The Distributor will act as agent for the distribution of Shares covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you the Distributor for the purchase or redemption of Shares either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writinginvolved or to any qualified broker/dealer for transmittal to said agent.
1.2 You agree (a) In consideration of these rights granted to the Distributor, the Distributor agrees to use your its best efforts efforts, consistent with its other business, to solicit orders for the sale of Shares. It is contemplated that you will enter This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor, at its expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales or servicing agreements with securities dealerspersonnel, financial institutions the printing and mailing of prospectuses to other industry professionals, such as investment advisers, accountants and estate planning firmsthan current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds.
(b) 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 their net asset value (determined in so doing you will act only the manner set forth in the Trust's Declaration of Trust and then current prospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on your own all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf as principalof the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent.
(c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale.
1.3 You The Distributor shall act as distributor of Shares the shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended. THE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the FundTrust's officers may decline to accept any orders for, or make any sales of, any Shares shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund Trust shall advise you promptly of such determination.
1.5 The Fund Except as otherwise provided for in the Administrative Agreement dated as of December 14, 1999, by and between the Trust and the Distributor (the "Administration Agreement"),the Trust agrees to pay all costs and expenses in connection with the registration of Shares shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares shares for sale in such states as you the Distributor may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You the Distributor shall pay all expenses connected with your its own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you the Distributor in connection with the sale of Shares shares as contemplated in this agreement.
1.7 The Fund Trust shall furnish you the Distributor from time to time, for use in connection with the sale of Sharesshares, such information with respect to the Fund or any relevant Series Trust and the Shares shares as you the Distributor may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you the Distributor upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you the Distributor may reasonably request.
1.8 The Fund Trust represents to you the Distributor that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares shares have been carefully prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you the Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund Trust may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the FundTrust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you the Distributor to do so, you the Distributor may, at your its option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving you the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 2 contracts
Samples: Distribution Agreement (Financial Investors Trust), Distribution Agreement (Financial Investors Trust)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amendedamended and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.the
Appears in 2 contracts
Samples: Distribution Agreement (Monetta Trust), Distribution Agreement (Monetta Trust)
Services as Distributor. 1.1 You PFS will act as agent for the distribution of Shares covered by, and in accordance with, by the registration statement, prospectus and statement and prospectus of additional information then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption the Investment Company Act of Shares to 1940, as amended (the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing"1940 Act").
1.2 You agree PFS agrees to use your its best efforts to solicit orders for the sale of Shares. It Shares and will undertake such advertising and promotion as it believes is contemplated that you will enter into sales or servicing agreements reasonable in connection with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalsolicitation.
1.3 You shall act All activities by PFS as distributor of the Shares in compliance shall comply with all applicable laws, rules rules, and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 PFS will provide one or more persons during normal business hours to respond to telephone questions concerning the Fund.
1.5 PFS will transmit any orders received by it for purchase or redemption of Shares to PFS Shareholder Service (the "Sub-Transfer Agent"), the Fund's sub-transfer and dividend agent, or any successor Sub-Transfer Agent of which the Fund has notified PFS in writing.
1.6 Whenever in their judgment such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.7 PFS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others.
1.8 The Fund agrees will pay to pay all costs and expenses PFS an annual fee in connection with the registration offering and sale of the Shares under the Securities Act of 1933this Agreement. The annual fee paid to PFS, as amended, will be calculated daily and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished paid monthly by the Fund hereunderat an annual rate set forth in the Services and Distribution Plan (the "Plan") based on the average daily net assets of each portfolio of the Fund which has adopted a Plan; provided that payment shall be made in any month only to the extent that such payment shall not exceed the sales charge limitations established by the National Association of Securities Dealers, Inc. The annual fee paid to PFS under this Section 1.8 maybe used by PFS to cover any expenses primarily intended to result in the sale of Shares, including, but not limited to, the following:
(a) cost of payments made to PFS investments representatives and other employees of PFS or other broker-dealers that engage in the distribution of the Fund's Shares;
(b) payments made to, and all expenses of, persons who provide support services in connection with the preparation and printing distribution of the Fund's Shares, including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, processing shareholder transactions and providing any other shareholder services not provided by the Fund's Transfer Agent;
(c) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising;
(d) costs of printing and distributing prospectuses and statements reports of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion prospective shareholders of the Fund's officers ;
(e) costs involved in connection with the qualification of Shares for sale in such states as you may designate preparing, printing and distributing sales literature pertaining to the Fund Fund; and
(f) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may approvemay, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use deem advisable; except that distribution expenses shall not include any expenditures in connection with the sale services which PFS, any of Sharesits affiliates, such information with respect or any other person have agreed to bear without reimbursement.
1.9 PFS shall prepare and deliver reports to the Treasurer of the Fund or any relevant Series on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; Plan and the Fund warrants that purposes therefor, as well as any supplemental reports as the statements contained in any such informationTrustees, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you time, may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Smith Barney Cardinal Investment Fund Inc)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.and
Appears in 1 contract
Samples: Distribution Agreement (First Trust Exchange-Traded Fund Iv)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may exxxx xnto sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.in
Appears in 1 contract
Samples: Distribution Agreement (First Trust Exchange Traded Fund III)
Services as Distributor. 1.1 You will act as the sole agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, amended (the "1933 Act") and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund Trust of which the Fund Trust has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Authorized Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the "1934 Act").
1.4 Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 The Fund Trust agrees to execute any and all documents and docuxxxxx xnd to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Series Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each SeriesFund' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended1933 Act, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.said
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amendedamended and the National Association of Securities Dealers, Inc.'s (the "NASD") Conduct Rules, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission and the NASD.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except for the payment of Rule 12b-1 fees under the terms of a written agreement.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do soso stating that your internal or external legal counsel believes such amendments or supplements to be legally required, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any material amendment to any registration statement or material supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Lasalle Real Estate Securities Fund Inc)
Services as Distributor. 1.1 You FDI will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you FDI in writing.
1.2 You agree FDI agrees to use your its best efforts to solicit perform its duties hereunder in the solicitation of orders for the sale of Shares. It is contemplated that you will FDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you FDI will act only on your its own behalf as principal.
1.3 You FDI shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities 1933 Act, the 1934 Act, the Rules of the NASD, the Fund's Agreement and Exchange Commission or any Declaration of Trust and By-Laws. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities association registered under regulatory agencies in all fifty states, the Securities Exchange Act District of 1934, as amendedColumbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD.
1.4 FDI shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1 ("Rule 12b-1 fees"). To the extent that Rule 12b-1 fees are paid to FDI as default broker-dealer, such Rule 12b-1 fees shall continue to be paid to FDI after FDI ceases to act as distributor of the Fund for so long as FDI continues to serve as such default broker-dealer.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you FDI may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You FDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you FDI in connection with the sale of Shares as contemplated in this agreementAgreement.
1.7 1.8 The Fund shall furnish you FDI from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you FDI may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you FDI upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you FDI may reasonably request.
1.8 1.9 The Fund represents to you FDI that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission SEC under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission SEC thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectusprospectus of a Fund, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you FDI that any registration statement and prospectus, when such registration statement becomes effective, will contain all material statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you FDI to do so, you FDI may, at your its option, terminate this agreement Agreement on not less than 60 days' notice or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you FDI reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may xxxxx into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.in
Appears in 1 contract
Samples: Distribution Agreement (First Trust Exchange-Traded Fund Vii)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to limitations the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amendedamended and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You 1.1. The Distributor agrees to solicit orders for the sale of units of the Fund and to undertake advertising and promotion that it believes reasonable in connection with the solicitation.
1.2. The Distributor will act as agent for the distribution of Shares units of the Fund covered by, and in accordance with, the registration Fund’s prospectus (the “Prospectus”) and statement and prospectus of additional information (the “Statement”) then in effect under the Securities Act of 1933, as amendedamended (the “Securities Act”), each included as part of the Registration Statement of the Fund on Form N-1A (the “Registration Statement”), any amendments to the Registration Statement, and will transmit promptly any orders received amendments to, supplements to, or material incorporated by you for purchase reference into the Prospectus or redemption of Shares Statement, being referred to collectively in this Agreement as the Transfer and Dividend Disbursing Agent for “Registration Statement.”
1.3. All activities by the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act Distributor as distributor of Shares in compliance units of the Fund will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amendedamended (the “1940 Act”), by the Securities and Exchange Commission (the “Commission”) or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”).
1.4 Whenever (a) The public offering price of the units of the Fund will be the net asset value determined as set forth in their judgment such action is warranted by market, economic the Registration Statement.
(b) The Distributor will have the right to enter into selected dealer or political conditions, or by abnormal circumstances selling agreements with respect to units of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time and in so doing the Distributor will act as they deem it advisable to accept such orders and to make such sales and agent for the Fund shall advise you promptly of such determinationand as principal only on its own behalf.
1.5 1.5. The Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Fund.
1.6. The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees at its own expense to execute any and all documents and documents, to furnish any and all information information, and otherwise to take all actions which any other actions, that may be reasonably necessary in the discretion of the Fund's officers in connection with (a) registering units under the Securities Act, if required, to the extent necessary to have available for sale the number of units as may reasonably be expected to be purchased and (b) the qualification and maintenance of the qualification of Shares units of the Fund for sale in such states as you the Distributor may designate to designate, except that the Fund and will not be obligated to execute a general consent to service of process in any state. the Fund may approve, and the Fund agrees to pay all expenses which may Distributor shall not be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with liable for damages resulting from the sale of Shares as contemplated units in this agreementjurisdictions where such sale was not authorized under applicable law where the Distributor had no information from the Fund or a service provider which has been delegated responsibility by the Fund for such matters that such sale of shares was unauthorized at the time of such sale of shares.
1.7 1.7. The Fund shall will furnish you the Distributor from time to time, for use in connection with the sale of Shares, units of the Fund such information with respect to the Fund or any relevant Series and its units as the Shares as you Distributor may reasonably request, all of which shall information must be signed by one or more of the Fund's ’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's ’s officers, shall will be true and correct. The Fund will also shall furnish you the Distributor upon request with: :
(a) semi-annual reports and annual audited reports financial statements of the Fund's books and accounts made Fund audited at least annually by independent public accountants regularly retained by the Fund, ,
(b) quarterly earnings statements of the Fund or any series of the Fund prepared by the Fund, ,
(c) a monthly itemized list of the securities in the portfolio of the Fund's or, if applicable, each Series' portfolio, ,
(d) monthly balance sheets with respect to the Fund as soon as practicable after the end of each month, and month and
(e) from time to time such any additional information regarding the Fund's financial condition of the Fund as you the Distributor may reasonably request.
1.8 1.8. The Fund represents to you the Distributor that all registration statements and prospectuses the Registration Statement filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have has been carefully prepared in conformity with the requirements of said Acts the Securities Act and the 1940 Act and the respective rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you the Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain the Registration Statement contains all statements required to be stated therein in conformity with said Acts the Securities Act and the rules and regulations of said the Commission; that all statements of fact contained in any such registration statement and prospectus will be the Registration Statement are true and correct when such registration statement becomes effectivecorrect; and that neither any registration statement nor any prospectus when such registration statement becomes effective will the Registration Statement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall will not be obligated to to, propose from time to time such amendment or amendments to any registration statement the Registration Statement and such supplement or supplements to any prospectus as, in the light of future developments, Prospectus as may, in the opinion of the Fund's counsel’s judgment, be necessary or advisable. If the Fund shall does not propose such an amendment or amendments and/or or supplement or supplements within fifteen 15 days after receipt by the Fund of a written request from you the Distributor to do so, you the Distributor may, at your its option, terminate this agreement Agreement in accordance with the requirements of Section 2 of this Agreement or decline to make offers of the Fund's ’s securities until such the amendments are made. The Fund shall will not file any amendment to any registration statement the Registration Statement or supplement to any prospectus the Prospectus without giving you the Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall Agreement will in any way limit the Fund's ’s right to file at any time such amendments to any registration statement and/or the Registration Statement or supplements to any prospectusthe Prospectus, of whatever character, as the Fund may deem advisable, such this right being in all respects absolute and unconditional.
(a) The Fund authorizes the Distributor to use any Prospectus with respect to the Fund in the form furnished to the Distributor from time to time in connection with the sale of Fund units and agrees to furnish such quantities of the Prospectus as the Distributor may reasonably request. The Distributor will devote reasonable time and effort to effect sales of Fund units, but will not be obligated to sell any specific number of units. The services of the Distributor under this Agreement are not to be deemed exclusive and nothing contained in this Agreement should be deemed to prevent the Distributor from entering into distribution arrangements with other investment companies so long as the performance of its obligations under this Agreement is not impaired by the Distributor’s doing so.
(b) In selling the units of the Fund, the Distributor will use its best efforts in all respects duly to conform with the requirements of all federal and state laws and regulations of the Financial Industry Regulatory Authority relating to the sale of the units. Neither the Distributor nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or the Prospectus or any supplement or in any sales literature specifically approved by the Fund.
(a) The Fund agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Fund or any of its officers or trustees in connection with the issuance and sale of any units of the Fund.
(b) The Fund agrees to indemnify and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) that the Distributor, its officers and directors, or any controlling person may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or the Prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either the Registration Statement or Prospectus or necessary to make the statements in any of them not misleading; provided, however, that the Fund’s agreement to indemnify the Distributor, its officers and directors, and any controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or omission in the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by the Distributor specifically for use in the preparation of the Registration Statement or the Prospectus.
(c) Any person seeking indemnity under Section 1.10(b) shall notify the Fund in writing within a reasonable period after the summons or other first legal process is served on the person seeking indemnification. The failure to notify the Fund in this manner of any such action will not relieve the Fund from any liability under Section 1.10(b) that the Fund may have to the person against whom the action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, except to the extent the defense of the claim in question is materially prejudiced by such failure, and shall not relieve the Trust of any liability otherwise than on account of the Fund’s indemnity agreement contained in Section 1.10(b).
(d) The Fund will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 1.10, but, in such case, the defense will be conducted by counsel of good standing chosen by the Fund and approved by the Distributor (who will not, except with the consent of the Distributor, be counsel to the Fund). In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case the Distributor does not approve of counsel chosen by the Fund, the Fund will reimburse the Distributor, its officers and directors, or any controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by the Distributor or them.
(e) The Fund’s indemnification agreement contained in Section 1.10(b) and the Fund’s representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers and directors, or any controlling person, and will survive the delivery of any units of the Fund. The Fund’s agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Fund will not be obligated to indemnify any entity or person pursuant to Section 1.10(b) against any liability to which the Distributor, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.
(a) the Distributor agrees to indemnify and hold the Fund, its several officers and Board members, and any person, if any, who controls the Fund within the meaning of
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus of the Company then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund Company of which the Fund Company has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of SharesShares in accordance with the terms and conditions of the aforementioned prospectus. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Company's Shares not in the best interest of the Company, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales sales; and the Fund each party shall advise you promptly the other party of any such determination.
1.5 The Fund Company agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund Company hereunder, and all expenses in connection with the preparation and printing of the FundCompany's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein the Company shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 The Fund Company agrees to execute any and all documents and to furnish any and all information and otherwise use its best efforts to take all actions which that may be reasonably necessary in the discretion of the Fund's Company' s officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund Company and the Fund Company may approve, and the Fund Company agrees to pay all expenses which that may be incurred in connection with such qualification; provided, however that the Company shall not be required to qualify to do business as a foreign corporation in any jurisdiction. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund Company shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund Company or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundCompany's duly authorized officers; and the Fund Company warrants that the statements contained in any such information, when so signed by the FundCompany's officers, shall be true and correct. The Fund Company also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundCompany's books and accounts made by independent public accountants regularly retained by the FundCompany, (b) quarterly earnings statements prepared by the FundCompany, (c) a monthly itemized list of the securities in the FundCompany's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundCompany's financial condition as you may reasonably request.
1.8 From time to time, each party shall be permitted reasonable access to records maintained by the other party in connection with this Agreement to the extent necessary to perform its obligations hereunder; PROVIDED, HOWEVER, that to the extent a party provides records containing information relating to a customer of that party, the party receiving such records shall use the information contained in such records solely for the purpose of fulfilling its obligations under this Agreement and applicable law and for no other purpose.
1.9 The Fund Company represents to you that all registration statements and prospectuses filed by the Fund Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the then-current requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which that at any time shall have been filed with said Commission. The Fund Company represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Fund may Company may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the FundCompany's counsel, be necessary or advisable. If the Fund Company shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Company of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the FundCompany's securities until such amendments are made. The Fund Company shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the FundCompany's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Company may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (National Investors Cash Management Fund Inc)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.in
Appears in 1 contract
Samples: Distribution Agreement (First Trust Exchange-Traded Fund Vi)
Services as Distributor. 1.1 You CSAMSI will be the "principal underwriter" of the Shares (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")), and as such, will act as agent for the distribution of all classes of the Shares covered by, and in accordance with, the by each Fund's registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly the 1940 Act (the registration statement, together with the prospectuses (the "prospectus") and statements of additional information (the "statement of additional information") included as part of the registration statement, any orders received by you for purchase or redemption of Shares amendments to the Transfer registration statement, and Dividend Disbursing Agent for any supplements to, or material incorporated by reference into the Fund prospectus or statement of which additional information, being referred to collectively in this Agreement as the Fund has notified you in writing"Registration Statement").
1.2 You agree CSAMSI agrees to use your best appropriate efforts to market the Funds and solicit orders for the sale of Sharesthe Shares at such prices and on the terms and conditions set forth in the Registration Statement. It is contemplated that you will enter into sales or servicing agreements CSAMSI agrees to file with securities dealers, financial institutions and other industry professionalsall necessary regulatory authorities, such as investment advisersthe National Association of Securities Dealers, accountants Inc. (the "NASD") and estate planning firmsthe Securities and Exchange Commission (the "SEC"), such advertising and in so doing you sales literature as has been previously approved by the Funds. CSAMSI agrees that it will act only on your own behalf as principalhave legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the SEC and the NASD, for the form and use of all advertising and sales literature for the Funds which CSAMSI prepares, uses, approves for use and/or files with the SEC and/or the NASD.
1.3 You shall act All activities by CSAMSI as distributor of the Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission SEC or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever CSAMSI agrees to (a) provide one or more persons during normal business hours to respond to telephone questions from prospective investors concerning the Funds that are referred to it by the Funds' transfer agent, (b) monitor the processing of purchase, redemption and exchange orders for Fund shares by the Funds' transfer agent, (c) enter into distribution and service agreements with broker-dealers and other financial intermediaries, and (d) perform such other services as the parties may agree from time to time. CSAMSI will act only on its own behalf as principal should it choose to enter into distribution or service agreements but agrees not to enter into any such agreements without the prior written consent of a duly authorized Fund officer.
1.5 CSAMSI acknowledges that, whenever in their the judgment of a Fund's officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may direct CSAMSI to decline to accept any orders for, or make any sales of, any class of the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and sales. In addition, CSAMSI acknowledges that, whenever in the judgment of a Fund's officers any person or group should be restricted from further Fund shall advise you promptly purchases, those officers may direct CSAMSI to notify the Fund's transfer agent that it should decline to accept any particular order to purchase shares of such determinationthe Fund, including purchase by exchange.
1.5 The 1.6 A Fund agrees will promptly advise CSAMSI of the determination to pay all costs cease accepting orders or selling any class of the Shares or to recommence accepting orders or selling any class of the Shares, and expenses in connection with CSAMSI will convey this advice to the registration Fund's transfer agent as soon as practicable.
1.7 CSAMSI will prepare and deliver such quarterly reports as requested by each Fund's governing board of Shares under the Securities Act of 1933directors or trustees, as amendedthe case may be (the "Board"), and all expenses otherwise from time to time as requested by the Fund. Such reports shall be substantially in connection the form requested by the Fund. If requested by the Fund, one or more appropriate CSAMSI representatives shall attend Board meetings at the expense of CSAMSI.
(a) Except as provided in (b) below, pursuant to the shareholder servicing and/or distribution plans, if any (the "12b-1 Plan") with maintaining facilities for respect to the issue and transfer shares of Shares and for supplying informationa Fund, prices and other data to be furnished adopted by the Fund hereunderpursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and all expenses in connection CSAMSI may provide, or enter into agreements with other parties to provide, the preparation and printing following services: (x) ongoing servicing and/or maintenance of the Fund's prospectuses shareholder accounts or other administrative and statements of additional information for regulatory purposes accounting services and for distribution (y) services that are primarily intended to shareholders; providedresult in, howeveror that are primarily attributable to, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of the Shares.
1.6 The (b) Pursuant to the Distribution Plan (with respect to the Advisor Class), adopted by the Fund agrees pursuant to execute any and all documents and Rule 12b-1, CSAMSI may compensate financial intermediaries to furnish any and all information and otherwise cover certain expenses primarily intended to take all actions which may be reasonably necessary result in the discretion sale of a Fund's Advisor Class. Pursuant to the Distribution Plan (with respect to the Advisor Class), CSAMSI may also compensate financial intermediaries for administrative and accounting services provided to their customers or clients who are the record and/or beneficial owners of the Advisor Class of a Fund's officers .
(c) In performing all services under this Agreement, CSAMSI shall act in connection conformity with applicable law, the qualification Charter and By-laws of Shares for sale in such states as you may designate to the Fund and the Fund may approveeach Fund, and the Fund agrees investment objective, investment policies and other practices and policies set forth in the Registration Statement relating to pay all expenses which each Fund, as such Registration Statement and practices and policies may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you amended from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Credit Suisse Capital Funds)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement, provided that the Fund's Administrator has agreed to pay the costs of preparing and printing advertising materials and of printing prospectuses for distribution to persons who are not shareholders of the Fund.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Fund's agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof. The Fund's agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund's being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Fund at its address set forth above within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund's indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Fund's indemnification agreement contained in this paragraph 1.9 and the Fund's representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund's registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter or telegram addressed to you at your address set forth above within ten days after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10. This agreement of indemnity will inure exclusively to the Fund's benefit, to the benefit of the Fund's officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission.
Appears in 1 contract
Services as Distributor. 1.1 You FDI will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you FDI in writing.
1.2 You agree FDI agrees to use your its best efforts to solicit orders for the sale of Shares. It is contemplated that you will FDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you FDI will act only on your its own behalf as principal.
1.3 You FDI shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities 1933 Act, 1934 Act and Exchange Commission or any the Rules of the NASD, the Fund's Articles of Incorporation and By-Laws. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities association registered under regulatory agencies in all fifty states, the Securities Exchange Act District of 1934, as amendedColumbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD.
1.4 FDI shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you FDI may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You FDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you FDI in connection with the sale of Shares as contemplated in this agreementAgreement.
1.7 1.8 The Fund shall furnish you FDI from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you FDI may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you FDI upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you FDI may reasonably request.
1.8 1.9 The Fund represents to you FDI that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission SEC under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission SEC thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you FDI that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you FDI to do so, you FDI may, at your its option, terminate this agreement Agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you FDI reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Nomura Pacific Basin Fund Inc)
Services as Distributor. 1.1 You will act as the sole agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, amended (the "1933 Act") and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Authorized Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the "1934 Act").
1.4 Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fund, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 The Fund agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended1933 Act, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be as it may deem necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advanceprospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Ishares Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus of the Fund then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of SharesShares in accordance with the terms and conditions of the aforementioned prospectus. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended, and the Xxxxx-Xxxxxxxx Act to the extent applicable.
1.4 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales sales; and the Fund each party shall advise you promptly the other party of any such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise use its best efforts to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which that may be incurred in connection with such qualification; provided, however that the Fund shall not be required to qualify to do business as a foreign corporation in any jurisdiction. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 19401940 Act, as amended, with respect to the Shares have been carefully prepared in conformity with the then-current requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which that at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Waterhouse Investors Cash Management Fund Inc)
Services as Distributor. 1.1 You FDI will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you FDI in writing.
1.2 You agree FDI agrees to use your its best efforts to solicit perform its duties hereunder in the solicitation of orders for the sale of Shares. It is contemplated that you will FDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you FDI will act only on your its own behalf as principal.
1.3 You FDI shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities 1933 Act, the 1934 Act, the Rules of the NASD, the Fund's Articles of Incorporation and Exchange Commission or any By- Laws. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities association registered under regulatory agencies in all fifty states, the Securities Exchange Act District of 1934, as amendedColumbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD.
1.4 FDI shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1 ("Rule 12b-1 fees"). To the extent that Rule 12b-1 fees are paid to FDI as default broker-dealer, such Rule 12b-1 fees shall continue to be paid to FDI after FDI ceases to act as distributor of the Fund for so long as FDI continues to serve as such default broker-dealer.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you FDI may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You FDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you FDI in connection with the sale of Shares as contemplated in this agreementAgreement.
1.7 1.8 The Fund shall furnish you FDI from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you FDI may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you FDI upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you FDI may reasonably request.
1.8 1.9 The Fund represents to you FDI that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission SEC under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission SEC thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectusprospectus of a Fund, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you FDI that any registration statement and prospectus, when such registration statement becomes effective, will contain all material statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you FDI to do so, you FDI may, at your its option, terminate this agreement Agreement on not less than 60 days' notice or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you FDI reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever either party hereto determines that in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, kind to render sales of a Fund's Shares not in the best interest of the Fund's officers , either party hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus in the ordinary course of business without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the Fund's registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingwriting from time to time.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member in good standing of the NASD and that you will maintain registration and membership for the life of the agreement.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and/or state securities administrators.
1.5 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, kind deemed by either of the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund's officers , either of the parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund party making such determination shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all reasonable expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state sate or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each the Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares and the Fund have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of or whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You CSAMSI will be the "principal underwriter" of the Shares (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")), and as such, will act as agent for the distribution of all classes of the Shares covered by, and in accordance with, the by each Fund's registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly the 1940 Act (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any orders received by you for purchase or redemption of Shares amendments to the Transfer registration statement, and Dividend Disbursing Agent for any supplements to, or material incorporated by reference into the Fund prospectus or statement of which additional information, being referred to collectively in this Agreement as the Fund has notified you in writing"Registration Statement").
1.2 You agree CSAMSI agrees to use your best appropriate efforts to solicit orders for the sale of Sharesthe Shares at such prices and on the terms and conditions set forth in the Registration Statement. It is contemplated that you will enter into sales or servicing agreements CSAMSI agrees to file with securities dealers, financial institutions and other industry professionalsall necessary regulatory authorities, such as investment advisersthe National Association of Securities Dealers, accountants Inc. (the "NASD") and estate planning firmsthe Securities and Exchange Commission (the "SEC"), such advertising and in so doing you sales literature as has been previously approved by the Funds. CSAMSI agrees that it will act only on your own behalf as principalhave legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the SEC and the NASD, for the form and use of all advertising and sales literature for the Funds which CSAMSI prepares, uses, approves for use and/or files with the SEC and/or the NASD.
1.3 You shall act All activities by CSAMSI as distributor of the Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission SEC or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever CSAMSI agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Funds and their respective performance, (b) accept purchase, redemption and exchange orders by telephone or other appropriate means as agreed to with the Funds in their accordance with the pricing and other terms in each Registration Statement, (c) provide prospectuses and application forms of other Warburg Pincus Funds upon request, (d) enter into distribution and service agreements with broker-dealers and other financial intermediaries, and (e) perform such other services as the parties may agree from time to time. CSAMSI will act only on its own behalf as principal should it choose to enter into distribution or service agreements but agrees not to enter into any such agreements without the prior written consent of a duly authorized Fund officer.
1.5 CSAMSI acknowledges that, whenever in the judgment of a Fund's officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may direct CSAMSI to decline to accept any orders for, or make any sales of, any class of the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and sales. In addition, CSAMSI acknowledges that, whenever in the Fund shall advise you promptly judgment of such determination.
1.5 The Fund agrees a Fund's officers any person or group is likely to pay all costs and expenses engage in connection with the registration of Shares under the Securities Act of 1933excessive trading, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data those officers may direct CSAMSI to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing decline to accept any particular order to purchase shares of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Sharesincluding purchase by exchange.
1.6 The CSAMSI will transmit any orders received by it for purchase, redemption or exchange of the Shares to State Street Bank and Trust Company ("State Street"), the Funds' transfer and dividend disbursing agent, or its delegate or successor of which CSAMSI is notified in writing. A Fund will promptly advise CSAMSI of the determination to cease accepting orders or selling any class of the Shares or to recommence accepting orders or selling any class of the Shares. Each Fund (or its agent) will confirm orders for the Shares placed through CSAMSI, and will make appropriate book entries pursuant to the instructions of CSAMSI. CSAMSI agrees to execute cause any payment for Shares received by it and all documents and any instructions as to furnish any and all information and otherwise book entries received by it to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate delivered promptly to the relevant Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state (or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreementits agent).
1.7 The Fund shall furnish you CSAMSI will prepare and deliver such quarterly reports as requested by each Fund's governing board of directors or trustees, as the case may be (the "Board"), and otherwise from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares time as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed requested by the Fund's officers, . Such reports shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of substantially in the form requested by the Fund's books and accounts made by independent public accountants regularly retained . If requested by the Fund, (b) quarterly earnings statements prepared by one or more appropriate CSAMSI representatives shall attend Board meetings at the Fund, (c) a monthly itemized list expense of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably requestCSAMSI.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Warburg Pincus Long Short Market Neutral Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received receive d by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such suc h as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such s uch time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all You shall not be liable for any costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for fo r supplying information, prices and other data to be furnished by the Fund hereunder, and all or expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution dist ribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification qualifi cation as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one o ne or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities securit ies in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably reas onably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amendedame nded, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statementstatemen t" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto theret o which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated st ated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effectiveeffe ctive; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to t o make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future fu ture developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from f rom you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus prospectu s without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Dreyfus Institutional Preferred Money Market Fund)
Services as Distributor. 1.1 You Fairfield will act as agent for the distribution of the Shares covered by, and in accordance with, by the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree Fairfield agrees to use your best appropriate efforts to solicit orders for the sale of Sharesthe Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. It The Fund understands that Fairfield is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firmsthe distributor, and may in so doing you will act only on your the future be the distributor, of the shares of several investment companies ("Companies") including Companies having investment objectives similar to those of the Fund. The Fund further understands that investors and potential investors in the Fund may invest in shares of such other Companies. The Fund agrees that Fairfield's duties to such Companies shall not be deemed in conflict with its duties to the Fund under this paragraph 1.2. Fairfield shall, at its own behalf as principalexpense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.3 You shall act All activities by Fairfield and its agents and employees as distributor of the Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, 1940 (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever Fairfield will provide an adequate number of 2 persons, during normal business hours, to respond to telephone questions with respect to the Fund.
1.5 Fairfield will transmit any orders received by it for purchase or redemption of the Shares to the Fund's transfer agent and custodian.
1.6 Fairfield understands and agrees that whenever in their its judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales ofof the Shares until, any Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.7 Fairfield will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others.
1.8 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of the Shares for sale in such states as you Fairfield may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreementdesignate.
1.7 1.9 The Fund shall furnish you from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund or any relevant Series and the Shares as you Fairfield may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, information shall be true and correctfairly show or represent what they purport to show or represent. The Fund shall also shall furnish you Fairfield upon request with: (a) semi-annual reports and annual audited reports unaudited semiannual statements of the Fund's books and accounts made by independent public accountants regularly retained prepared by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you Fairfield may reasonably request.
1.8 1.10 The Fund represents to you Fairfield that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, prospectus filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said the same Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.Fairfield that
Appears in 1 contract
Samples: Distribution Agreement (Navigator Money Market Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingFund.
1.2 You agree to use your best efforts to solicit orders for for, and otherwise to promote, the sale of Shares. To the extent that you receive shareholder services fees under any shareholder services plan adopted by the Fund, you agree to furnish, and/ or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionalsprofessions, such as investment advisers, accountants and estate planning firms, and in doing so doing you will may act only as agent for the Fund or on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, including without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment judgement such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. The Fund shall notify you in writing of the states in which the Shares may be sold and shall notify you in writing of any changes to the information contained in the previous notification. You shall pay all expenses connected with your own qualification as a dealer under state or and Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or controlling supplement or of supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects respect absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You FDI will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you FDI in writing.
1.2 You agree FDI agrees to use your its best efforts to solicit perform its duties hereunder in the solicitation of orders for the sale of Shares. It is contemplated that you will FDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you FDI will act only on your its own behalf as principal.
1.3 You FDI shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities 1933 Act, the 1934 Act, the Rules of the NASD, the Fund's Agreement and Exchange Commission or any Declaration of Trust and By-Laws. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities association registered under regulatory agencies in all fifty states, the Securities Exchange Act District of 1934, as amendedColumbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD.
1.4 FDI shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1 ("Rule 12b-1 fees"). To the extent that Rule 12b-1 fees are paid to FDI as default broker-dealer, such Rule 12b-1 fees shall continue to be paid to FDI after FDI ceases to act as distributor of the Fund for so long as FDI continues to serve as such default broker-dealer.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you FDI may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You FDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you FDI in connection with the sale of Shares as contemplated in this agreementAgreement.
1.7 1.8 The Fund shall furnish you FDI from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you FDI may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you FDI upon request with: (a) with semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, Fund and (e) from time to time such additional information regarding the Fund's financial condition as you FDI may reasonably request.
1.8 1.9 The Fund represents to you FDI that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission SEC under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.of
Appears in 1 contract
Samples: Distribution Agreement (Lmi Funds)
Services as Distributor. 1.1 You GEIS agrees to solicit orders for the sale of shares of the Trust xxx to undertake advertising and promotion that it believes reasonable in connection with the solicitation.
1.2 GEIS will act as agent for the distribution of Shares covered shares of the Trusx xxvered by, and in accordance with, the registration statement and prospectus Trust's Registration Statement on Form N-1A then in effect under the Securities Act of 1933, as amendedamended (the "Securities Act"), the Registration Statement on Form N-1A, together with the prospectuses (the "Prospectuses") and statement of additional information (the "Statement") included as part of the Registration Statement on Form N-1A, any amendments to the Registration Statement on Form N-1A, and will transmit promptly any orders received supplements to, or material incorporated by you for purchase reference into the Prospectuses or redemption of Shares Statement, being referred to collectively in this Agreement as the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing"Registration Statement.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal."
1.3 You shall act All activities by GEIS as distributor of Shares shares of the Trust will comply with all axxxxcable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amended (the "1940 Act"), by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(a) GEIS will have the right to purchase from the Trust the shares nexxxx, but not more than the shares needed (except for clerical errors in compliance transmission), to fill unconditional orders for shares placed through GEIS. The price that GEIS will pay for the shares so purchased frxx xhe Trust will be xxx current public offering price on which the orders were based, as described in paragraph (b) of this Section 1.4.
(b) The public offering price of the shares of the Trust will be the net asset value determined as set forth in the Registration Statement, plus any applicable sales charge.
(c) GEIS will have the right to enter into selected dealer or selling xxxeements. All dealers or selling parties of Trust shares will act in accordance with the Registration Statement then in effect under the Securities Act. All activities by dealers or selling parties of Trust shares will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Securities Act of 1940, as amended, and the 1940 Act by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amendedAct.
1.4 Whenever (d) The Trust's transfer and dividend agent, or any other agent designated in their judgment such action is warranted writing by the Trust, will be promptly advised by GEIS of all purchase orders for shares of the Trust. The Trust max xxase, on the basis of market, economic or political conditions, or by abnormal circumstances on the basis of any kindother abnormal conditions, the Fund's officers may decline to accept any orders for, for Trust shares or make any sales of, any Shares continue to sell shares until such time as they the Trustees deem it advisable to accept such the orders and to make such sales the sales. The Trust will promptly advise GEIS of the determination to recommence accepting orders or sellixx xhares. The Trust (or its agent) will confirm orders for shares upon their receipt, or in accordance with any exemptive order of the Commission, and will make appropriate book entries pursuant to the Fund shall advise you instructions of GEIS. GEIS agrees to cause payment for shares and instructions as xx boxx xntries to be delivered promptly of such determinationto the Trust (or its agent).
1.5 The Fund agrees outstanding shares of the Trust are subject to pay all costs and expenses redemption as set forth in connection with the registration Trust's Declaration of Shares under the Securities Act Trust dated as of 1933August 29, 1997, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) amended from time to time such additional information regarding (the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements "Declaration of Trust"), and prospectuses filed by the Fund in accordance with the Securities and Exchange Commission under applicable provisions set forth in the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said CommissionProspectuses. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required price to be stated therein in conformity with said Acts and paid to redeem the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus shares will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit equal to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus astheir net asset value, determined as set forth in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalProspectuses.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.. fremont\distribu.agr
1.4 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-semi- annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, developments may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act The Distributor, as agent for the distribution of Shares covered byTrust, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree agrees to use your best appropriate efforts to promote each Fund and to solicit orders for the sale purchase of SharesShares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. It is contemplated that you will enter into sales or servicing agreements with securities The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to dealers, financial institutions brokers or other persons responsible for orders for the Shares, pursuant to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trust, the Distributor and other industry professionalsEvergreen Investment Services, such Inc. ("EIS") (which was formerly known as investment advisersEvergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), accountants as marketing services agent (as amended and estate planning firmssupplemented from time to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled. Class B Agreement 5'01 EET.doc
1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in so doing you will act only writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on your own behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as principalto such Fund or Funds.
1.3 You shall act All activities by the Distributor and its agents and employees as the distributor of Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company 1940 Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the "1934 Act").
1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust.
1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist.
1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund.
1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the FundTrust's officers may decline to accept any orders for, for or make any sales of, any of Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably requestsales.
1.8 The Fund represents Distributor will act only on its own behalf as principal if it chooses to you that all enter into selling agreements with selected dealers or others. The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the NASD or are exempt from registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission as a broker-dealer under the Securities Act of 19331934 Act.
1.9 The Distrixxxxx xxrees to adopt compliance standards, as amended, and under the Investment Company Act of 1940, as amended, with respect in a form satisfactory to the Shares have been carefully prepared in conformity with Trust, governing the requirements of said Acts and rules and regulations operation of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto multiple class distribution system under which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments Shares are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionaloffered.
Appears in 1 contract
Samples: Distribution Agreement (Evergreen Equity Trust /De/)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as the sole agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, amended (the "1933 Act") and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Authorized Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act") by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the "1934 Act").
1.4 Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fund, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 The Fund agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended1933 Act, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.said
Appears in 1 contract
Samples: Distribution Agreement (iShares MSCI Russia Capped Index Fund, Inc.)
Services as Distributor. 1.1 You Xxxxx will act as agent for the distribution of Shares each series of shares of beneficial interest of the Fund (the “Shares”) covered byby the Fund’s registration statement, prospectus and in accordance with, the registration statement and prospectus of additional information then in effect (the “Registration Statement”) under the Securities Act of 1933, as amendedamended (the “1933 Act”), and will transmit promptly any orders received by you for purchase or redemption the Investment Company Act of Shares to 1940, as amended (the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing“1940 Act”).
1.2 You agree Xxxxx agrees to use your its best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements the Shares at the public offering price, as determined in accordance with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firmsthe Registration Statement, and will undertake such advertising and promotion as it believes is reasonable in so doing you will act only on your own behalf as principalconnection with such solicitation. Xxxxx agrees to bear all selling expenses, including the cost of printing prospectuses and statements of additional information and distributing them to prospective shareholders.
1.3 You shall act All activities by Xxxxx as distributor of the Shares in compliance shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the “SEC”) or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever Xxxxx will provide one or more persons during normal business hours to respond to telephone inquiries concerning the Fund.
1.5 Xxxxx acknowledges that, whenever in their the judgment of the Fund’s officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may decline to accept any orders for, or make any sales of, any the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and sales.
1.6 Xxxxx will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others.
1.7 As promptly as possible after the last day of each month that this Agreement is in effect, the Fund may make payments to Xxxxx at an annual rate of up to 0.25% of each Portfolio’s average daily net assets represented by the Portfolio’s Class A, Class C, Class I and Class R Shares, such payments to be made in each case only out of the assets allocable to the Class A, Class C, Class I and Class R Shares, respectively. The shareholder servicing fee shall advise you promptly be used by Xxxxx to provide compensation for ongoing servicing and/or maintenance of shareholder accounts and to cover an allocable portion of overhead and other Xxxxx and selected dealer office expenses related to the servicing and/or maintenance of shareholder accounts, or for such determinationother purpose as may be permitted under the then current Class A, Class C, Class I and Class R Distribution Plans of the Fund adopted pursuant to Rule 12b-1 under the 1940 Act (the “Plans”).
1.5 The 1.8 As promptly as possible after the last day of each month that this Agreement is in effect, the Fund agrees may, as compensation to pay all costs and expenses Xxxxx for its distribution-related activities with respect to Class C Shares of the Portfolios, make payments to Xxxxx at an annual rate of up to 0.75% of each Portfolio’s average daily net assets represented by the Portfolio’s Class C Shares, such payments to be made only out of the assets allocable to the Portfolio’s Class C Shares as contemplated by the Fund’s Plan of Distribution for Class C Shares. Such payments may be used to finance any activity which is primarily intended to result in connection with the registration sale of Shares Class C Shares, as more fully discussed under the Securities Act of 1933, as amended, and all expenses caption “Purpose” in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing Class C Distribution Plan of the Fund's prospectuses .
1.9 Each written request for reimbursement under section 1.7 and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein 1.8 shall be deemed directed to require the Fund to pay any Treasurer of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and shall show in reasonable detail the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreementXxxxx.
1.7 The Fund shall furnish you from time to time1.10 Xxxxx shall, for use in connection with the sale of Sharesat least quarterly, such information with respect provide to the Board of Trustees of the Fund or any relevant Series for their review a written report of the amounts expended under paragraphs 1.7 and 1.8 and the Shares as you may reasonably request, all of purposes for which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthexpenditures were made, and (e) shall also provide such supplemental reports as the Trustees may from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents 1.11 Xxxxx acknowledges that the payments contemplated by paragraphs 1.7 and 1.8are subject to you the approval of the Fund’s Board of Trustees, that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amendedno Portfolio is contractually obligated to make such payments in any amount or at any time, and under the Investment Company Act of 1940, as amended, that payments with respect to the Shares have been carefully prepared in conformity with the requirements a particular class of said Acts and rules and regulations shares of a particular Portfolio may be terminated by vote of a majority of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement shares of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations class of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalPortfolio.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writinginvolved or to any qualified broker/dealer for transmittal to said agent.
1.2 (a) You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that You, at your expense, shall finance appropriate activities which you deem reasonable which are primarily intended to result in the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, you will enter into sales provide one or servicing agreements more persons, during normal business hours, to respond to telephone questions with securities dealersrespect to the Funds.
(b) All shares of the Funds offered for sale by you shall be offered for sale to the public at a price per share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's Declaration of Trust and then current prospectuses). The offering price, financial institutions and other industry professionalsif not an exact multiple of one cent, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalshall be adjusted to the nearest cent.
1.3 You shall act as distributor of the Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended. YOU SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS YOU HAVE BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the FundTrust's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund Trust shall advise you promptly of such determination.
1.5 The Fund Except as otherwise provided for in the Administrative Agreement dated as of January 20, 1998, by and between the Trust and you (the "Administration Agreement"),the Trust agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund Trust shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series Trust and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund Trust may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the FundTrust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 0.1 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 0.2 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 0.3 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 0.4 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 0.5 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Dreyfus Disciplined Equity Income Fund)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, request all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when information so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.,
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Dreyfus Money Market Instruments Inc)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may Trust may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be as it may deem necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the FundTrust's securities until such amendments are made. The Fund shall not file Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advanceprospectus; provided, however, that nothing contained in this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (First Trust Exchange-Traded Fund)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semia)semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly b)quarterly earnings statements prepared by the Fund, (c) a c)a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly d)monthly balance sheets as soon as practicable after the end of each month, and (e) from e)from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Dreyfus Worldwide Dollar Money Market Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus prospectuses then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's Series' prospectuses and statements statement of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Dreyfus Growth & Value Funds Inc)
Services as Distributor. 1.1 You The Xxxxxxx Co. will act as agent for the distribution of the Investor Shares and Institutional Shares covered by, and in accordance with, by the post-effective amendment to the Fund's registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption the Investment Company Act of Shares 1940, as amended (the "1940 Act") pertaining to the Transfer Investor Shares and Dividend Disbursing Agent for the Institutional Shares of the Fund (the post-effective amendment to the registration statement, together with the prospectuses (the "prospectus") and statement of which additional information (the Fund has notified you "statement of additional information") included as part thereof, any amendments or supplements thereto, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in writingthis Agreement as the "registration statement").
1.2 You agree The Xxxxxxx Co. agrees to use your best appropriate efforts to solicit orders for the sale of Shares. It the Investor Shares and Institutional Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is contemplated that you will enter into sales or servicing agreements reasonable in connection with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalsolicitation.
1.3 You shall act All activities by The Xxxxxxx Co. as distributor of the Investor Shares in compliance and Institutional Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic The Xxxxxxx Co. agrees to (a) provide one or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline more persons during normal business hours to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable respond to accept such orders and to make such sales and telephone questions concerning the Fund shall advise you promptly of and its performance and (b) perform such determination.
1.5 The Fund agrees to pay all costs and expenses other services as are described in connection with the registration of Shares under statement and in the Securities Act of 1933Investor Class Distribution Plan (the "Investor Class Plan") and in the Institutional Class Distribution Plan (the "Institutional Class Plan"), as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished each adopted by the Fund hereunderpursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by The Xxxxxxx Co., without limitation, distributing and receiving subscription order forms and receiving written redemption requests.
(a) The Xxxxxxx Co. will be paid fees under the Investor Class Plan to compensate The Xxxxxxx Co. or enable The Xxxxxxx Co. to compensate other persons, ("Service Providers"), including any other distributor of Investor Shares, for providing: (i) services primarily intended to result in the sale of Investor Shares ("Investor Selling Services"), and all expenses (ii) stockholder servicing, administrative and accounting services ("Investor Administrative Services" and collectively with Investor Selling Services, "Investor Services"). Investor Selling Services may include, but are not limited to: the printing and distribution to prospective investors in connection with the preparation and printing Investor Shares of the Fund's prospectuses and statements of additional information for regulatory purposes describing the Fund; the preparation, including printing, and for distribution of sales literature, reports and media advertisements relating to shareholdersthe Investor Shares; providedproviding telephone services relating to the Fund; distributing Investor Shares; costs relating to the formulation and implementation of marketing and promotional activities, howeverincluding, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; and costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approvemay, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, deem advisable. In The Xxxxxxx Co. [ ], 1997 Page 3 providing compensation for use Investor Selling Services in accordance with the Investor Class Plan, The Xxxxxxx Co. is expressly authorized (i) to make, or cause to be made, payments reflecting an allocation of overhead and other office expenses related to providing Investor Services; (ii) to make, or cause to be made, payments, or to provide for the reimbursement of expenses of, persons who provide support services in connection with the sale distribution of Investor Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Investor Service; and (iii) to make, or cause to be made, payments to compensate selected dealers or other authorized persons for providing any Investor Services. Administrative Services may include, but are not limited to, (i) responding to inquiries of prospective investors regarding the Fund; (ii) services to stockholders not otherwise required to be provided by the Fund's custodian or any co-administrator; (iii) establishing and maintaining accounts and records on behalf of Fund stockholders; (iv) processing purchase, redemption and exchange transactions in Investor Shares; and (v) other similar services not otherwise required to be provided by the Fund's transfer agent or any co-administrator. Payments under the Investor Class Plan are not tied exclusively to the selling and administrative expenses actually incurred by The Xxxxxxx Co. or any Service Provider, such information with respect and the payments may exceed expenses actually incurred by The Xxxxxxx Co. and/or a Service Provider. Furthermore, any portion of any fee paid to The Xxxxxxx Co. or to any of its affiliates by the Fund or any relevant Series and the Shares as you of their past profits or other revenue may reasonably request, all of which shall be signed by one or more used in their sole discretion to provide services to stockholders of the Fund's duly authorized officers; and Fund or to xxxxxx distribution of Investor Shares.
(b) Pursuant to the Investor Class Plan, the Fund warrants will pay The Xxxxxxx Co. on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of up to .75% of the average daily net assets of the Investor Shares of the Fund consisting of up to .50% as compensation for Investor Selling Services and .25% as compensation for Investor Administrative Services provided by The Xxxxxxx Co. to the Investor Shares pursuant to this Agreement.
(a) The Xxxxxxx Co. will be paid fees under the Institutional Class Plan to compensate The Xxxxxxx Co. or enable The Xxxxxxx Co. to compensate other persons, including any other distributor of the Institutional Shares or institutional stockholders of record of the Institutional Shares, including but not limited to retirement plans, broker-dealers, depository institutions, and other financial intermediaries ("Institutions"), who own Institutional Shares on behalf of their customers, clients or (in the case of retirement plans) participants ("Customers") and companies providing certain services to Customers (collectively with Institutions, "Service The Xxxxxxx Co. [ ], 1997 Page 4 Organizations"), for providing (i) services primarily intended to result in the sale of the Institutional Shares ("Institutional Selling Services"), and (ii) stockholder servicing, administrative and accounting services to Customers ("Institutional Administrative Services").
(b) The annual fee paid to The Xxxxxxx Co. with respect to Institutional Selling Services will compensate The Xxxxxxx Co., or allow The Xxxxxxx Co. to compensate Service Organizations, to cover certain expenses primarily intended to result in the sale of the Institutional Shares, including, but not limited to: (i) costs of payments made to employees that engage in the statements contained distribution of the Institutional Shares; (ii) payments made to, and expenses of, persons who provide support services in connection with the distribution of the Institutional Shares, including, but not limited to, office space and equipment, telephone facilities, processing stockholder transactions and providing any such information, when so signed other stockholder services not otherwise provided by the Fund's officerstransfer agent; (iii) costs relating to the formulation and implementation of marketing and promotional activities, shall be true including, but not limited to, direct mail promotions and correct. television, radio, newspaper, magazine and other mass media advertising; (iv) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of the Institutional Shares; (v) costs involved in preparing, printing and distributing sales literature pertaining to the Fund, and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may, from time to time, deem advisable.
(c) The Fund also shall furnish you upon request withannual fee paid to The Xxxxxxx Co. with respect to Institutional Administrative Services will compensate The Xxxxxxx Co., or allow The Xxxxxxx Co. to compensate Service Organizations, for personal service and/or the maintenance of Customer accounts, including but not limited to (i) responding to Customer inquiries, (ii) providing information on Customer investments, and (iii) providing other stockholder liaison services and for administrative and accounting services to Customers, including, but not limited to: (a) semi-annual reports aggregating and annual audited reports of processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's books and accounts made by independent public accountants regularly retained by the Fund, distributor or transfer agent; (b) quarterly earnings statements prepared by providing Customers with a service that invests the Fund, (c) a monthly itemized list assets of the securities their accounts in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.Institutional Shares;
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, request all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when information so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You The Underwriter will act as agent for the distribution of the Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "Securities Act"), and will transmit promptly any orders received by you the Underwriter for purchase or redemption of the Shares to an agent identified by the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingFund.
1.2 You agree to use your best efforts to solicit orders for The parties contemplate that the sale of Shares. It is contemplated that you Underwriter will enter into sales or servicing agreements with separate accounts, securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you doing, the Underwriter will act only on your its own behalf as principal.
1.3 You The Underwriter shall act as distributor of the Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "Investment Company Act"), by the Securities and Exchange Commission ("SEC") or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares Shares, until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which that may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of the Shares for sale in such states as you the Underwriter may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.6 The Fund shall furnish you the Underwriter from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund or any relevant Series and the Shares as you the Underwriter may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities correct in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably requestall material respects.
1.8 1.7 The Fund represents to you that all the registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission SEC under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect that relate to the Shares have been carefully prepared in conformity with the applicable requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunderin all material respects. As used in this agreement Agreement, the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission SEC and any amendments and supplements thereto which at any time shall that have been filed with said Commissionthe SEC. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes upon becoming effective, will contain all material statements required to be stated therein in conformity with said Acts and of the rules and regulations of said CommissionFund; that all statements of fact contained in any such registration statement and prospectus will be true and correct in all material respects when such the registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes upon becoming effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Underwriter's Agreement (American Fidelity Dual Strategy Fund Inc)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the Fund's registration statement and prospectus and statement of additional information then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingwriting from time to time.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may appoint sub-agents and enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalprincipal and not as principal for the Fund. This Agreement shall not be construed as authorizing any securities dealer or other person to accept orders for sale or repurchase on our behalf or otherwise act as our agent for any purpose. However, the Fund and each Series retain the right to make direct sales of Shares consistent with the terms of the prospectus and statement of additional information relating to the Shares then in effect under the Securities Act of 1933, as amended, and applicable law, and to engage in other legally authorized transactions in Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Fund or any Series or class and its shareholders only, transactions involving the reorganization of the Fund or any Series, and transactions involving the merger or combination of the Fund or any Series with another corporation or trust.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member in good standing of the NASD and that you will maintain registration and membership for the life of the agreement.
1.4 Whenever Other than our prospectus and statement of additional information relating to the Shares then in effect under the Securities Act of 1933, as amended, you will not issue any sales material or statements except literature or advertising which conforms to the requirements of Federal and State securities laws and regulations and which have been filed, where necessary, with the appropriate regulatory authorities. You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their judgment such action is warranted use as may be required by market, economic or political conditions, or by abnormal circumstances of any kindthe Securities and Exchange Commission, the Fund's officers NASD and/or state securities administrators.
1.5 The Fund may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it deems it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for their distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of SharesShares pursuant to this agreement. You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification registration and/or qualification, as applicable, of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all reasonable expenses which may be incurred in connection with such qualificationqualification or registration. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings semi-annual financial statements prepared by the Fund, us; (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, registration statements; and (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares and the Fund have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You FDI will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund Trust of which the Fund Trust has notified you FDI in writing.
1.2 You agree FDI agrees to use your its best efforts to solicit perform its duties hereunder in the solicitation of orders for the sale of Shares. It is contemplated that you will FDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you FDI will act only on your its own behalf as principal.
1.3 You FDI shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities 1933 Act, the 1934 Act, the Rules of the NASD, the Trust's Agreement and Exchange Commission or any Declaration of Trust and By-Laws. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities association registered under regulatory agencies in all fifty states, the Securities Exchange Act District of 1934, as amendedColumbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD.
1.4 FDI shall file Trust advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund Trust agrees to pay all costs and expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Fund and class of the Trust's Shares pursuant to Rule 12b-1 ("Rule 12b-1 fees"). To the extent that Rule 12b-1 fees are paid to FDI as default broker-dealer, such Rule 12b-1 fees shall continue to be paid to FDI after FDI ceases to act as distributor of the Trust for so long as FDI continues to serve as such default broker-dealer.
1.6 1.7 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in such states as you FDI may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You FDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you FDI in connection with the sale of Shares as contemplated in this agreementAgreement.
1.7 1.8 The Fund Trust shall furnish you FDI from time to time, for use in connection with the sale of Shares, such information with respect to the Fund Trust or any relevant Series Fund and the Shares as you FDI may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund Trust also shall furnish you FDI upon request with: (a) with semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, Trust and (e) from time to time such additional information regarding the FundTrust's financial condition as you FDI may reasonably request.
1.8 1.9 From time to time, each party shall be permitted reasonable access to records maintained by the other party in connection with this Agreement to the extent necessary to perform its obligations hereunder; provided, however, that to the extent a party provides records containing information relating to a customer of that party, the party receiving such records shall use the information contained in such records solely for the purpose of fulfilling its obligations under this Agreement and applicable law and for no other purpose.
1.10 The Fund Trust represents to you FDI that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission SEC under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission SEC thereunder. As used in this agreement Agreement, the terms term "registration statement" shall mean any registration statement relating to a Fund and any amendments and supplements thereto. As used in this Agreement, the term "prospectus" shall mean any registration statement and prospectusprospectus of a Fund, including the any statement of additional information incorporated by reference therein, filed with any "omitting" prospectus under Rule 482 under the Securities 1933 Act and Exchange Commission any "fund profile" under Rule 498 under the 1933 Act, and any amendments and supplements thereto which at any time shall have been filed with said Commissionthereto. The Fund Trust represents and warrants to you FDI that any registration statement and prospectus, when such registration statement becomes effective, will contain all material statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effectivethe SEC; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may Trust may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the FundTrust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you FDI to do so, you FDI may, at your its option, terminate this agreement Agreement on not less than 60 days' notice or decline to make offers of the relevant Fund's securities until such amendments are made. The Fund Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving you FDI reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional. Upon written notice from the Trust, FDI will cease making offers of the relevant Fund's securities as soon as is reasonably practicable.
Appears in 1 contract
Samples: Distribution Agreement (LMCG Funds)
Services as Distributor. 1.1 You will act as a nonexclusive agent for the distribution of Shares shares of each series and class of the Company covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and will transmit promptly any orders received by you for purchase or redemption of Shares shares of the Company to the DST Systems, Inc. or any successor as Transfer and Dividend Disbursing Agent for the Fund Company of which the Fund Company has notified you in writing.
1.2 You agree to use your best efforts process orders for the sale of shares of each series and class of the Company, but you shall have no obligation to solicit orders for the sale of Shares. It is contemplated that you will enter into sales shares of each series or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalclass of the Company.
1.3 You shall act as a nonexclusive distributor of Shares the shares of each series and class of the Company in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company 1940 Act of 1940, as amended, by the Securities and Exchange Commission (the “Commission”) or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or of political conditions, or by abnormal circumstances of any kind, the Fund's Company’s officers may decline to accept any orders for, or make any sales of, any Shares shares of any series or class of the Company until such time as they deem it advisable to accept such orders and to make such sales and the Fund Company shall promptly advise you promptly of such determination.
1.5 The Fund Company agrees to pay all costs and expenses in connection with the registration of Shares the shares of each series and class of the Company under the Securities 1933 Act of 1933, as amended, and the 1940 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares the shares of each series and class of the Company and for supplying information, prices and other data to be furnished by the Fund Company hereunder, and all expenses in connection with preparing, printing and distributing the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of SharesCompany’s prospectuses.
1.6 The Fund Company agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's Company’s officers in connection to comply with the qualification of Shares for sale in such states as you may designate state securities laws pertaining to the Fund sale of the shares of each series and the Fund may approveclass, and the Fund Company agrees to pay all expenses which may be incurred in connection with such qualificationcompliance. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you in connection with the sale of Shares the shares of each series and class of the Company as contemplated in this agreementAgreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also Company shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books Company’s book and accounts made by independent public accountants regularly retained by the Fund, Company; and (b) quarterly earnings statements semi-annual reports prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably requestCompany.
1.8 The Fund Company represents to you that all registration statements and prospectuses filed by the Fund Company with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares shares of any series and class of the Company have been carefully prepared in conformity with the requirements of said these Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement Agreement, the terms "“registration statement" ” and "“prospectus" ” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, prospectus filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said the Commission. The Fund Company represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts the 1933 Act and the 1940 Act and the rules and regulations of said the Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. .
1.9 The Fund may but shall not be obligated Company authorizes you to propose use any prospectus in the form furnished to you from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus astime, in connection with the light of future developments, may, in the opinion sale of the Fund's counselshares of any series or class of the Company. The Company agrees to indemnify, be necessary defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or advisable. If defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the Fund shall not propose such amendment 1933 Act or amendments and/or supplement under common law or supplements within fifteen days after receipt by the Fund otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to material fact contained in any registration statement or supplement any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Company’s agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by you specifically for use in the preparation thereof. The Company’s agreement to indemnify you, your officers and directors, and any such controlling persons is expressly conditioned upon the Company being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Company at its principal office in Los Angeles, California, as soon as reasonably practicable after the summons or other first legal process shall have been served. The failure to so notify the Company of any such action shall not relieve the Company from any liability which the Company may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Company’s indemnity agreement contained in this paragraph 1.9. The Company will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Company and approved by you. In the event the Company elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Company does not elect to assume the defense of any such suit, or in case you reasonably do not approve of counsel chosen by the Company, the Company will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Company’s indemnification agreement contained in this paragraph 1.9 and the Company’s representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any shares of the Company. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Company agrees promptly to notify you of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the issue and sale of any of the Company’s shares.
1.10 You agree to indemnify, defend and hold the Company, its several officers and directors, and any person who controls the Company within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Company, its officers or directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Company, its officers or directors, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Company specifically for use in the Company’s registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Company and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Company, its officers and directors, and any such controlling person is expressly conditioned on your being notified of any action brought against the Company, its officers or directors, or any such controlling person, such notification to be given by letter or telegram addressed to you at your principal office in Los Angeles, California, as soon as reasonably practicable after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Company, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Company, its officers or directors or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify you of any such action shall not relieve you from any liability which you may have to the Company, its officers or directors, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10.
1.11 No shares of any series or class of the Company shall be offered by either you or the Company under any of the provisions of this Agreement and no orders for the purchase or sale of such shares hereunder shall be accepted by the Company if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or the 1940 Act or if and so long as a current prospectus without giving you reasonable notice thereof in advanceas required by Section 10 of the 1933 Act is not on file with the Commission; provided, however, that nothing contained in this agreement paragraph 1.11 shall in any way limit restrict or have an application to or bearing upon the Fund's right Company’s obligation to file at repurchase shares of the Company from any time stockholder in accordance with the provisions of the Company’s prospectus or Articles of Incorporation.
1.12 The Company agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;
(b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and
(d) of all action of the Commission with respect to any amendments to any registration statement and/or supplements or prospectus which may from time to any prospectustime be filed with the Commission. Provided, however, that informal action or requests by its staff shall not be deemed to be action or requests by the Securities and Exchange Commission for the purpose of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalthis paragraph 1.12.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of the Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and will transmit promptly any orders received by you for purchase or redemption of Shares to the Freedom Funds Management Company or any successor as Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing service agreements with securities dealers, financial institutions and other industry professionals, such as investment adviserseach of which shall be a member firm of the Financial Industry Regulatory Authority, accountants and estate planning firmsInc. (“FINRA”), and in so doing you will act only on your own behalf as principal, except that all sales of the Fund’s shares by you or any such dealer, institution or professional shall be as agent and not as principal.
1.3 You shall act as distributor of Shares the Fund’s shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended1940 Act, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 19341934 ( the “1934 Act”), as amended, including the FINRA.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's ’s officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of the Fund’s Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which reasonably may be reasonably necessary in the discretion of the Fund's ’s officers in connection with the qualification of the Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws Laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you in connection with the sale of the Fund’s Shares as contemplated in this agreementAgreement. It is understood that certain shareholder servicing, administration and/or distribution expenses to be incurred in connection with the Shares will be paid as provided in the Transfer Agency and Service Agreement dated November 17, 1994.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of the Shares, such information with respect to the Fund or any relevant Series and the its Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's ’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's ’s officers, shall be true and correct. The Fund shall also shall furnish you upon request with: (a) semi-annual semiannual reports and annual audited reports re-ports of the Fund's ’s books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' ’s portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's ’s financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses prospectus filed by the Fund with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "“registration statement" ” and "“prospectus" ” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, prospectus filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts the 1933 Act and the 1940 Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's ’s counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement Agreement or decline to make offers of the Fund's ’s securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement Agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of the Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the 1933 Act, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statement in either thereof not misleading provided, however, that the Fund’s agreement to indemnify you, your officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof. The Fund’s agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund’s being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Fund at its principal office at 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reasons of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Fund’s indemnification agreement contained in this paragraph 1.9 and the Fund’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of the Shares. This Agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Trustees in connection with the issue and sale of any of the Fund’s Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several officers and Trustees, and any person who controls the Fund within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent such liability or expense incurred by the Fund, its officers or directors, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or allegedly untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund’s registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the Prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Trustees, or any such controlling person, such notification to be given by letter or telegram addressed to you at your principal office at 000 Xxxxxxxxx Xxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 within ten days after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Trustees, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10.
1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Fund’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund’s Prospectus or Declaration of Trust.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission.
Appears in 1 contract
Samples: Distribution Agreement (Colorado Bondshares a Tax Exempt Fund)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingFund.
1.2 You agree to use your best efforts to solicit orders for for, and otherwise to promote, the sale of Shares. To the extent that you receive shareholder services fees under any shareholder services plan adopted by the Fund, you agree to furnish, and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will may act only as agent for the Fund or on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, including without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. The Fund shall notify you in writing of the states in which the Shares may be sold and shall notify you in writing of any changes to the information contained in the previous notification. You shall pay all expenses connected with your own qualification as a dealer under state or and Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You The Xxxxxxx Co. will act as agent for the distribution of the Investor Shares and Institutional Shares covered by, and in accordance with, by the post-effective amendment to the Fund's registration statement and prospectus then in effect on Form N-1A, under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption the Investment Company Act of Shares 1940, as amended (the "1940 Act") pertaining to the Transfer Investor Shares and Dividend Disbursing Agent for the Institutional Shares of the Fund (the post-effective amendment to the registration statement, together with the prospectuses (the "prospectus") and statement of which additional information (the Fund has notified you "statement of additional information") included as part thereof, any amendments or supplements thereto, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in writingthis Agreement as the "registration statement").
1.2 You agree The Xxxxxxx Co. agrees to use your best appropriate efforts to solicit orders for the sale of Shares. It the Investor Shares and Institutional Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is contemplated that you will enter into sales or servicing agreements reasonable in connection with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalsolicitation.
1.3 You shall act All activities by The Xxxxxxx Co. as distributor of the Investor Shares in compliance and Institutional Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic The Xxxxxxx Co. agrees to (a) provide one or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline more persons during normal business hours to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable respond to accept such orders and to make such sales and telephone questions concerning the Fund shall advise you promptly of and its performance and (b) perform such determination.
1.5 The Fund agrees to pay all costs and expenses other services as are described in connection with the registration of Shares under statement and in the Securities Act of 1933Investor Class Distribution Plan (the "Investor Class Plan") and in the Institutional Class Distribution Plan (the "Institutional Class Plan"), as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished each adopted by the Fund hereunderpursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by The Xxxxxxx Co., without limitation, distributing and receiving subscription order forms and receiving written redemption requests.
(a) The Xxxxxxx Co. will be paid fees under the Investor Class Plan to compensate The Xxxxxxx Co. or enable The Xxxxxxx Co. to compensate other persons, ("Service Providers"), including any other distributor of Investor Shares, for providing: (i) services primarily intended to result in the sale of Investor Shares ("Investor Selling Services"), and all expenses (ii) stockholder servicing, administrative and accounting services ("Investor Administrative Services" and collectively with Investor Selling Services, "Investor Services"). Investor Selling Services may include, but are not limited to: the printing and distribution to prospective investors in connection with the preparation and printing Investor Shares of the Fund's prospectuses and statements of additional information for regulatory purposes describing the Fund; the preparation, including printing, and for distribution of sales literature, reports and media advertisements relating to shareholdersthe Investor Shares; providedproviding telephone services relating to the Fund; distributing Investor Shares; costs relating to the formulation and implementation of marketing and promotional activities, howeverincluding, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; and costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approvemay, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, deem advisable. In providing compensation for use Investor Selling Services in accordance with the Investor Class Plan, The Xxxxxxx Co. is expressly authorized (i) to make, or cause to be made, payments reflecting an allocation of overhead and other office expenses related to providing Investor Services; (ii) to make, or cause to be made, payments, or to provide for the reimbursement of expenses of, persons who provide support services in connection with the sale distribution of Investor Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, and providing any other Investor Service; and (iii) to make, or cause to be made, payments to compensate selected dealers or other authorized persons for providing any Investor Services. Administrative Services may include, but are not limited to, (i) responding to inquiries of prospective investors regarding the Fund; (ii) services to stockholders not otherwise required to be provided by the Fund's custodian or any co-administrator; (iii) establishing and maintaining accounts and records on behalf of Fund stockholders; (iv) processing purchase, redemption and exchange transactions in Investor Shares; and (v) other similar services not otherwise required to be provided by the Fund's transfer agent or any co-administrator. Payments under the Investor Class Plan are not tied exclusively to the selling and administrative expenses actually incurred by The Xxxxxxx Co. or any Service Provider, such information with respect and the payments may exceed expenses actually incurred by The Xxxxxxx Co. and/or a Service Provider. Furthermore, any portion of any fee paid to The Xxxxxxx Co. or to any of its affiliates by the Fund or any relevant Series and the Shares as you of their past profits or other revenue may reasonably request, all of which shall be signed by one or more used in their sole discretion to provide services to stockholders of the Fund's duly authorized officers; and Fund or to xxxxxx distribution of Investor Shares.
(b) Pursuant to the Investor Class Plan, the Fund warrants will pay The Xxxxxxx Co. on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of up to .75% of the average daily net assets of the Investor Shares of the Fund consisting of up to .50% as compensation for Investor Selling Services and .25% as compensation for Investor Administrative Services provided by The Xxxxxxx Co. to the Investor Shares pursuant to this Agreement.
(a) The Xxxxxxx Co. will be paid fees under the Institutional Class Plan to compensate The Xxxxxxx Co. or enable The Xxxxxxx Co. to compensate other persons, including any other distributor of the Institutional Shares or institutional stockholders of record of the Institutional Shares, including but not limited to retirement plans, broker-dealers, depository institutions, and other financial intermediaries ("Institutions"), who own Institutional Shares on behalf of their customers, clients or (in the case of retirement plans) participants ("Customers") and companies providing certain services to Customers (collectively with Institutions, "Service Organizations"), for providing (i) services primarily intended to result in the sale of the Institutional Shares ("Institutional Selling Services"), and (ii) stockholder servicing, administrative and accounting services to Customers ("Institutional Administrative Services").
(b) The annual fee paid to The Xxxxxxx Co. with respect to Institutional Selling Services will compensate The Xxxxxxx Co., or allow The Xxxxxxx Co. to compensate Service Organizations, to cover certain expenses primarily intended to result in the sale of the Institutional Shares, including, but not limited to: (i) costs of payments made to employees that engage in the statements contained distribution of the Institutional Shares; (ii) payments made to, and expenses of, persons who provide support services in connection with the distribution of the Institutional Shares, including, but not limited to, office space and equipment, telephone facilities, processing stockholder transactions and providing any such information, when so signed other stockholder services not otherwise provided by the Fund's officerstransfer agent; (iii) costs relating to the formulation and implementation of marketing and promotional activities, shall be true including, but not limited to, direct mail promotions and correct. television, radio, newspaper, magazine and other mass media advertising; (iv) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective holders of the Institutional Shares; (v) costs involved in preparing, printing and distributing sales literature pertaining to the Fund, and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may, from time to time, deem advisable.
(c) The Fund also shall furnish you upon request withannual fee paid to The Xxxxxxx Co. with respect to Institutional Administrative Services will compensate The Xxxxxxx Co., or allow The Xxxxxxx Co. to compensate Service Organizations, for personal service and/or the maintenance of Customer accounts, including but not limited to (i) responding to Customer inquiries, (ii) providing information on Customer investments, and (iii) providing other stockholder liaison services and for administrative and accounting services to Customers, including, but not limited to: (a) semi-annual reports aggregating and annual audited reports of processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's books and accounts made by independent public accountants regularly retained by the Fund, distributor or transfer agent; (b) quarterly earnings statements prepared by providing Customers with a service that invests the Fund, (c) a monthly itemized list assets of the securities their accounts in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.Institutional Shares;
Appears in 1 contract
Services as Distributor. 1.1 You PFS will act as agent for the distribution of Shares covered by, and in accordance with, by the registration statement, prospectus and statement and prospectus of additional information then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption the Investment Company Act of Shares to 1940, as amended (the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing"1940 Act").
1.2 You agree PFS agrees to use your its best efforts to solicit orders for the sale of Shares. It Shares and will undertake such advertising and promotion as it believes is contemplated that you will enter into sales or servicing agreements reasonable in connection with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalsolicitation.
1.3 You shall act All activities by PFS as distributor of the Shares in compliance shall comply with all applicable laws, rules rules, and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 PFS will provide one or more persons during normal business hours to respond to telephone questions concerning the Fund.
1.5 PFS will transmit any orders received by it for purchase or redemption of Shares to PFS Shareholder Service (the "Sub-Transfer Agent"), the Fund's sub-transfer and dividend agent, or any successor Sub-Transfer Agent of which the Fund has notified PFS in writing.
1.6 Whenever in their judgment such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.7 PFS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others. (For Funds with Plans adopted pursuant to Rule 12b-1)
1.8 The Fund agrees will pay to pay all costs and expenses PFS an annual fee in connection with the registration offering and sale of the Shares under the Securities Act of 1933this Agreement. The annual fee paid to PFS, as amended, will be calculated daily and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished paid monthly by the Fund hereunderat an annual rate set forth in the [Services and Distribution/Shareholder Servicing] Plan (the "Plan") based on the average daily net assets of [each portfolio/series of the Fund which has adopted a Plan/the Fund]; provided that payment shall be made in any month only to the extent that such payment shall not exceed the sales charge limitations established by the National Association of Securities Dealers, Inc. The annual fee paid to PFS under this Section 1.8 maybe used by PFS to cover any expenses primarily intended to result in the sale of Shares, including, but not limited to, the following:
(a) cost of payments made to PFS Investments Representatives and other employees of PFS or other broker- dealers that engage in the distribution of the Fund's Shares;
(b) payments made to, and all expenses of, persons who provide support services in connection with the preparation and printing distribution of the Fund's Shares, including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, processing shareholder transactions and providing any other shareholder services;
(c) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising;
(d) costs of printing and distributing prospectuses and statements reports of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion prospective shareholders of the Fund's officers ;
(e) costs involved in connection with the qualification of Shares for sale in such states as you may designate preparing, printing and distributing sales literature pertaining to the Fund Fund; and
(f) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may approvemay, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use deem advisable; except that distribution expenses shall not include any expenditures in connection with the sale services which PFS, any of Sharesits affiliates, such information with respect or any other person have agreed to bear without reimbursement.
1.9 PFS shall prepare and deliver reports to the Treasurer of the Fund or any relevant Series and to the sub-investment advisor and/or administrator of the Fund on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; Plan and the Fund warrants that purposes therefor, as well as any supplemental reports as the statements contained in any such informationTrustees, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you time, may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Smith Barney Investment Trust)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-semi- annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Dreyfus Variable Investment Fund)
Services as Distributor. 1.1 1.1. You will act as an agent of the Trust for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent transfer agent for the Fund Trust as identified in the Trust's prospectus. You shall deliver or cause the delivery of which a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Fund has notified you in writingSecurities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 1.2. You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into "Participant Agreements" with broker-dealers who agree to solicit orders for Shares. In addition, you may exxxx xnto sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 1.3. You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended1934 Act.
1.4 1.4. Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.5. The Fund Trust agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the FundTrust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein the Trust shall be deemed to require the Fund to not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 1940 Act.
1.6 1.6. The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 1.7. The Fund Trust shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund Trust or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the FundTrust's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements prepared by the FundTrust, (c) a monthly itemized list of the securities in the FundTrust's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 1.8. The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities 1933 Act of 1933, as amended, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.and
Appears in 1 contract
Samples: Distribution Agreement (First Trust Exchange-Traded Fund V)
Services as Distributor. 1.1 You Xxxxxxxxxx will act as agent for the distribution of shares of each series of Shares of the Trust covered by, and in accordance with, by the Trust's registration statement and prospectus then in effect on Form N-1A (the "Registration Statement") under the Securities Act of 19331933 (the "1933 Act"), and the Investment Company Act of 1940, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to amended (the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing"1940 Act").
1.2 You agree Xxxxxxxxxx agrees to use your its best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements Shares of each series of the Trust which are being publicly offered at the public offering price, as determined in accordance with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firmsthe Registration Statement, and will undertake such advertising and promotion as it believes is reasonable in so doing you will act only on your own behalf as principalconnection with such solicitation. Xxxxxxxxxx agrees to bear all selling expenses, including the cost of printing prospectuses and statements of additional information and distributing them to prospective shareholders.
1.3 You shall act All activities by Xxxxxxxxxx as distributor of Shares in compliance the Trust's shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever Xxxxxxxxxx will provide one or more persons during normal business hours to respond to telephone questions concerning the Trust and each series of its Shares offered to the public by Xxxxxxxxxx.
1.5 Xxxxxxxxxx acknowledges that, whenever in their the judgment of the Trust's officers such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's those officers may decline to accept any orders for, for or make any sales of, any the Trust's Shares or the Shares of a particular series of the Trust's Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 The Fund agrees 1.6 Xxxxxxxxxx will act only on its own behalf as principal should it choose to pay all costs and enter into selling agreements with selected dealers or others.
1.7 As promptly as is possible after the last day of each month this Agreement is in effect, the Trust may reimburse Xxxxxxxxxx for certain expenses incurred by Xxxxxxxxxx in connection with the registration offering and sales of the Trust's Shares ("distribution expenses") under this Agreement and the provision of shareholder services ("service expenses"); provided that payment shall be made in any month only to the extent that such payment, together with any other payments made by the Trust pursuant to its applicable Distribution Plan adopted in accordance with Rule 12b-1 under the Securities 1940 Act (each, a "Plan"), shall not exceed the amount permitted under such Plan. If distribution or service expenses incurred during a month are not fully reimbursed by said monthly payment, the unpaid portion of 1933, as amended, and all the expenses in connection with maintaining facilities may be carried forward for the issue and transfer of Shares and for supplying information, prices and other data to be furnished payment by the Fund hereunder, and all expenses in connection with Trust at the preparation and printing end of the Fund's prospectuses following month(s) and statements of additional information for regulatory purposes and for distribution to shareholders; providedinterest, howeverat the end prevailing broker loan rate, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary charged thereon, but only if such payment would not cause the particular series or class of shares to exceed for that month the monthly or annual limitations on distribution or service expenses stated in its Plan. The reimbursement by the discretion Trust of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate distribution and service expenses incurred by Xxxxxxxxxx is authorized pursuant to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be Plans. Expenses incurred in connection with such qualificationpromotional activities will be identified to the series or class involved, although it is anticipated that some promotional activities will be conducted in respect of all series or classes in common, with the result that expenses incurred in connection with those activities will not be identifiable to any particular series or class. You In the latter case, expenses will be allocated among the series or classes on the basis of their relative net assets. For purposes of this Agreement, "distribution expenses" and "service expenses" of Xxxxxxxxxx shall pay all mean those expenses connected borne by Xxxxxxxxxx, or by any other person with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this which Xxxxxxxxxx has an agreement, all other for which reimbursement is contemplated in the various Plans.
1.8 Each written request for reimbursement under section 1.7 shall be directed to the Treasurer of the Trust and shall show in reasonable detail the expenses incurred by you in connection with the sale of Shares as contemplated in this agreementXxxxxxxxxx.
1.7 The Fund 1.9 Xxxxxxxxxx shall furnish you prepare and deliver reports to the Treasurer of the Trust, for review by the Trustees, on a regular, at least quarterly, basis showing the distribution and/or service expenses expected to be incurred in the ensuing quarter pursuant to this Agreement and the Plan and the purposes therefor. Xxxxxxxxxx shall also prepare and deliver reports to the Treasurer of the Trust, for review by the Trustees, in a regular, at least quarterly, basis showing the distribution and/or service expenses actually incurred in the past quarter, as well as any supplemental reports as the Trustees, from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you 1.10 Xxxxxxxxxx acknowledges that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission payments under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect Plans are subject to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations approval of the Securities Trust's Board of Trustees and Exchange Commission thereunder. As used that the Trust is not contractually obligated to make payments in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectusamount or at any time, including the statement those in reimbursement of additional information incorporated by reference therein, filed with the Securities Xxxxxxxxxx for expenses and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein interest thereon incurred in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact prior month or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalyear.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "NASD") Rules of Fair Practice. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD. by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.the
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amendedamended and the National Association of Securities Dealers, Inc.'s (the "NASD") Conduct Rules, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member of the NASD.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.'
Appears in 1 contract
Samples: Distribution Agreement (Kobrick HFS Investment Trust)
Services as Distributor. 1.1 You FDI will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you FDI in writing.
1.2 You agree FDI agrees to use your its best efforts to solicit perform its duties hereunder in the solicitation of orders for the sale of Shares. It is contemplated that you will FDI may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you FDI will act only on your its own behalf as principal.
1.3 You FDI shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the "1940 Act"), by the Securities 1933 Act, the 1934 Act, the Rules of the NASD, the Fund's Articles of Incorporation and Exchange Commission or any By- Laws. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities association registered under regulatory agencies in all fifty states, the Securities Exchange Act District of 1934, as amendedColumbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD.
1.4 FDI shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the SEC, the NASD and/or state securities administrators.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund each party shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule l2b-1 ("Rule 12b-1 fees"). To the extent that Rule 12b-1 fees are paid to FDI as default broker-dealer, such Rule 12b-1 fees shall continue to be paid to FDI after FDI ceases to act as distributor of the Fund for so long as FDI continues to serve as such default broker-dealer.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you FDI may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You FDI shall pay all expenses connected with your its own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreementAgreement, all other expenses incurred by you FDI in connection with the sale of Shares as contemplated in this agreementAgreement.
1.7 1.8 The Fund shall furnish you FDI from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you FDI may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you FDI upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you FDI may reasonably request.
1.8 1.9 The Fund represents to you FDI that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission SEC under the Securities 1933 Act of 1933, as amended, and under the Investment Company 1940 Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.of
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingFund.
1.2 You agree to use your best efforts to solicit orders for for, and otherwise to promote, the sale of Shares. To the extent that you receive shareholder services fees under any shareholder services plan adopted by the Fund, you agree to furnish, and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionalsprofessionals to the extent permitted by SEC and NASD regulations and other governing law, such as investment advisers, accountants and estate planning firms, and in doing so doing you will may act only as agent for the Fund or on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, including without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment judgement such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. The Fund shall notify you in writing of the states in which the Shares may be sold and shall notify you in writing of any changes to the information contained in the previous notification. You shall pay all expenses connected with your own qualification as a dealer under state or and Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or controlling supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects respect absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all You shall not be liable for any costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all or expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities Securi ties and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunderthere under. As used in this agreement the terms "registration statementstate ment" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment amend ment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the Fund's registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writingwriting from time to time.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member in good standing of the NASD and that you will maintain registration and membership for the life of the agreement.
1.4 You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and/or state securities administrators.
1.5 Whenever in their its judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, kind deemed by either of the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund's officers , either of the parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales and the Fund party making such determination shall advise you promptly the other party of any such determination.
1.5 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all reasonable expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares and the Fund have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.used
Appears in 1 contract
Services as Distributor. 1.1 You PFS will act as agent for the distribution of Shares covered by, and in accordance with, by the registration statement, prospectus and statement and prospectus of additional information then in effect under the Securities Act of 1933, as amendedamended (the "1933 Act"), and will transmit promptly any orders received by you for purchase or redemption the Investment Company Act of Shares to 1940, as amended (the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing"1940 Act").
1.2 You agree PFS agrees to use your its best efforts to solicit orders for the sale of Shares. It Shares and will undertake such advertising and promotion as it believes is contemplated that you will enter into sales or servicing agreements reasonable in connection with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalsolicitation.
1.3 You shall act All activities by PFS as distributor of the Shares in compliance shall comply with all applicable laws, rules rules, and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 PFS will provide one or more persons during normal business hours to respond to telephone questions concerning the Fund.
1.5 PFS will transmit any orders received by it for purchase or redemption of Shares to PFS Shareholder Services (the "Sub-Transfer Agent"), the Fund's sub-transfer and dividend agent, or any successor to Sub-Transfer Agent of which the Fund has notified PFS in writing.
1.6 Whenever in their judgment such action is warranted by for any reason, including, without limitation, market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any the Shares until such time as they those officers deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 1.7 PFS will act only on its own behalf as principal should it choose to enter into selling agreements with selected dealers or others.
1.8 The Fund agrees will pay to pay all costs and expenses PFS an annual fee in connection with the registration offering and sale of the Shares under the Securities Act of 1933this Agreement. The annual fee paid to PFS, as amended, will be calculated daily and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished paid monthly by the Fund hereunderat an annual rate set forth in the Services and Distribution Plan (the "Plan") based on the average daily net assets of the Fund; provided that payment shall be made in any month only to the extent that such payment shall not exceed the sales charge limitations established by the National Association of Securities Dealers, Inc. The annual fee paid to PFS under this Section 1.8 may be used by PFS to cover any expenses primarily intended to result in the sale of Shares, including, but not limited to, the following:
(a) cost of payments made to PFS Investments Representatives and other employees of PFS or other broker-dealers that engage in the distribution of the Fund's Shares;
(b) payments made to, and all expenses of, persons who provide support services in connection with the preparation and printing distribution of the Fund's Shares, including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund, processing shareholder transactions and providing any other shareholder services;
(c) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising;
(d) costs of printing and distributing prospectuses and statements reports of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion prospective shareholders of the Fund's officers ;
(e) costs involved in connection with the qualification of Shares for sale in such states as you may designate preparing, printing and distributing sales literature pertaining to the Fund Fund; and
(f) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Fund may approvemay, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use deem advisable; except that distribution expenses shall not include any expenditures in connection with the sale services which PFS, any of Sharesits affiliates, such information with respect or any other person have agreed to bear without reimbursement.
1.9 PFS shall prepare and deliver reports to the Treasurer of the Fund or any relevant Series on a regular, at least quarterly, basis, showing the distribution expenses incurred pursuant to this Agreement and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; Plan and the Fund warrants that purposes therefor, as well as any supplemental reports as the statements contained in any such informationDirectors, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you time, may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all You shall not be liable for any costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all or expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-semi- annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Dreyfus S&p 500 Index Fund)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and shares in accordance with, with the instructions of the Trust's Board of Trustees and registration statement and prospectus prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Transfer and Dividend Disbursing Agent Trust's transfer agent for the Fund of which the Fund has notified you in writinginvolved or to any qualified broker/dealer for transmittal to said agent.
1.2 (a) You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that You, at your expense, shall finance appropriate activities which you deem reasonable which are primarily intended to result in the sale of Shares, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, you will enter into sales provide one or servicing agreements more persons, during normal business hours, to respond to telephone questions with securities dealersrespect to the Funds.
(b) All shares of the Funds offered for sale by you shall be offered for sale to the public at a price per share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's Declaration of Trust and then current prospectuses). The offering price, financial institutions and other industry professionalsif not an exact multiple of one cent, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principalshall be adjusted to the nearest cent.
1.3 You shall act as distributor of the Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities and Exchange Act of 1934, as amended. YOU SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS YOU HAVE BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, OR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the FundTrust's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund Trust shall advise you promptly of such determination.
1.5 Except as otherwise provided for in the Administrative Agreement dated as of February 01, 1994, by and between the Trust and you (the "Administration Agreement"). The Fund Trust agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund Trust hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the FundTrust's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund Trust and the Fund Trust may approve, and the Fund Trust agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer broker under state State or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund Trust shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series Trust and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund Trust warrants that the statements contained in any such information, when so signed by the FundTrust's officers, shall be true and correct. The Fund Subject to the provisions of the Administration Agreement the Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the FundTrust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by the FundTrust, (b) quarterly earnings statements semi-annual reports with respect to each of the Funds prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each monthTrust, and (ec) from time to time such additional information regarding the FundTrust's financial condition as you may reasonably request.
1.8 The Fund Trust represents to you that all registration statements and prospectuses filed by the Fund Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts Act and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including prospectus (together with the related statement of additional information incorporated by reference therein, information) filed with the Securities and Exchange Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund Trust represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund Trust may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the FundTrust's counsel, be necessary or advisable. If the Fund Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are madeagreement. The Fund Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in into this agreement shall in any way limit the FundTrust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Services as Distributor. 1.1 You will act as the sole agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, amended (the “1933 Act”) and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the National Association of Securities Dealers, Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act.
1.2 You agree to use your best efforts to solicit orders for perform the sale of Sharesservices contemplated herein on a continuous basis. It is contemplated that you will may enter into “Authorized Participant Agreements” with broker-dealers who agree to solicit orders for Shares. In addition, you may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into sales or servicing agreements, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in Creation Units in compliance in all material respects with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the “1940 Act”) by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”).
1.4 Whenever the parties hereto, in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Fund’s Shares in Creation Units not in the best interest of the Fund, the Fund's officers parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determinationsales.
1.5 The Fund agrees to pay all appropriate costs and expenses, including but not limited to, all expenses in connection with the registration of Shares under the Securities 1933 Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's ’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares, except as such payments may be made pursuant to Rule 12b-1 of the 0000 Xxx.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's ’s officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's ’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's ’s officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's ’s books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's ’s or, if applicable, each Index Series' ’ portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's ’s financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended1933 Act, and under the Investment Company Act of 1940, as amended1940 Act, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "“registration statement" ” and "“prospectus" ” shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, will give you reasonable notice in the light advance of future developments, may, in the opinion its filing of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advanceprospectus; provided, however, that nothing contained in this agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
1.9 The Fund authorizes you and any dealers with whom you have entered into sales and investor services agreements to use any prospectus in the form most recently furnished by the Fund in connection with the sale of Shares in Creation Units. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling persons, may incur under the 1933 Act, the 1940 Act or common law or otherwise, (a) arising out of or on the basis of any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any registration statement or any prospectus or any statement of additional information, or (b) arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement, any prospectus or any statement of additional information or necessary to make the statements in any of them not misleading, (c) arising out of breach of any obligation, representation or warranty pursuant to this Agreement by the Fund, or (d) the Fund’s failure to comply with applicable securities laws, except that the Fund’s agreement to indemnify you, your officers or directors, and any such controlling person will not be deemed to cover any such claim, demand, liability or expense to the extent that it arises out of or is based upon any such untrue statement, alleged untrue statement, omission or alleged omission made in any registration statement, any prospectus or any statement of additional information in reliance upon information furnished by you, your officers, directors or any such controlling person to the Fund or its representatives for use in the preparation thereof, and except that the Fund’s agreement to indemnify you and the Fund’s representations and warranties set out in paragraph 1.8 of this Agreement will not be deemed to cover any liability to the Funds or their shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties under this Agreement (“Disqualifying Conduct”). The Fund’s agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund’s being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to the Fund at its address set forth above within a reasonable period of time after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by you or them. The Fund’s indemnification agreement contained in this paragraph 1.9 and the Fund’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons or other affiliates, and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the 1933 Act, the 1940 Act, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, (a) shall arise out of or be based upon any information, statements or representations made or provided by you in any sales literature or advertisements, or any Disqualifying Conduct by you in connection with the offering and sale of any Shares, (b) shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund’s registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus or statement of additional information, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading, (c) arising out of your breach of any obligation, representation or warranty pursuant to this Agreement, or (d) your failure to comply in any material respect with applicable securities laws. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to you at your address set forth above within a reasonable period of time after the summons or other first legal process shall have been served. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph. You will be entitled to assume the defense of such action, but, in such case, such defense shall be conducted by counsel of good standing chosen by you and approved by an executive officer of the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. This agreement of indemnity will inure exclusively to the Fund’s benefit, to the benefit of the Fund’s officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have any application to or bearing upon the Fund’s obligation to redeem or repurchase any Shares from any shareholder in accordance with the provisions of the Fund’s prospectus or charter documents.
Appears in 1 contract
Samples: Distribution Agreement (iShares MSCI Emerging Markets Small Cap Index Fund, Inc.)
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus of the Fund then in effect under the Securities Act of 1933, as amended, and will transmit promptly promptly, any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of SharesShares in accordance with the terms and conditions of the aforementioned prospectus. It is contemplated that you will may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amendedamended (the " 1940 Act"), by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by the parties hereto to render sales of a Fund's Shares not in the best interest of the Fund, the Fund's officers parties hereto may decline to accept any orders for, or make any sales of, any Shares until such time as they those parties deem it advisable to accept such orders and to make such sales sales; and the Fund each party shall advise you promptly the other party of any such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, provided however, that nothing contained herein shall be deemed to require the Fund to shall not pay any of the costs of advertising or promotion for the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise use its best efforts to take all actions which that may be reasonably necessary in the discretion of the Fund's ' s officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which that may be incurred in connection with such qualification; provided, however that the Fund shall not be required to qualify to do business as a foreign corporation in any jurisdiction. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request.
1.8 From time to time, each party shall be permitted reasonable access to records maintained by the other party in connection with this Agreement to the extent necessary to perform its obligations hereunder; PROVIDED, HOWEVER, that to the extent a party provides records containing information relating to a customer of that party, the party receiving such records shall use the information contained in such records solely for the purpose of fulfilling its obligations under this Agreement and applicable law and for no other purpose.
1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 19401940 Act, as amended, with respect to the Shares have been carefully prepared in conformity with the then-current requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which that at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Fund may may, but shall not be obligated to to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Appears in 1 contract
Samples: Distribution Agreement (Td Waterhouse Family of Funds Inc)
