Common use of Distribution Activities Clause in Contracts

Distribution Activities. 1. The Underwriter will receive orders from purchasers for, and the Funds will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Funds remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Declaration of Trust of the Trust. 2. The Underwriter shall present all orders received by it for Shares to the Funds by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Funds in the Funds' sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Funds such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Funds may suspend the offer of Shares in effect and may, without liability under any provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares under this Agreement until such time as the Funds shall deem it advisable to resume the offering of such Shares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Trustees of the Trust shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shall be suspended or the Funds shall decline to accept or confirm any such orders or make any such sales, the Funds shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Funds will use their best efforts to keep effectively registered under the 1933 Act for sale as herein contemplated such Shares as the Underwriter shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter shall be made as agent for the Funds and all such sales shall be made to or through qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Funds under the 1933 Act, (and related prospectus), as the Underwriter may determine from time to time. 4. All Shares offered for sale or sold by the Underwriter shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per Share (determined as authorized from time to time by the Board of Trustees of the Trust pursuant to its charter). 4.1 For the purpose of determining the Offering Price, the net asset value of any such Shares shall be so determined in accordance with the then current offering prospectus. The Funds, or the Funds' authorized agent, will promptly furnish to the Underwriter a statement of the Offering Price as often as such net asset value is determined and such statement shall, at the request of the Underwriter, show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter for Shares, if accepted by the Funds, shall be accepted and confirmed by the Funds or the Funds' duly authorized agent at the Offering Price in effect at the time of receipt of such order at the principal office of the Funds. 4.3 The Underwriter will not in any event (a) offer for sale or sell Shares of capital stock in excess of the number then effectively registered under the1933 Act, and available for sale, or (b) offer for sale or sell any Shares in violation of any applicable Federal or State law, rule or regulation. 5. The Funds will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of the Shares of capital stock in such states as the Underwriter may reasonably request (it being understood that the Funds shall not be required without the Funds' consent to qualify to do business in any jurisdiction or to comply with any requirement which, in the Funds' opinion, is unduly burdensome). The Underwriter, at its own expense, will effect all qualifications as dealer or broker. 6. The Funds will furnish to the Underwriter from time to time such information with respect to the Shares as the Underwriter may reasonably request for use in connection with the sale of Shares. The Underwriter will not use, distribute, disseminate or authorize the use or distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the Funds.

Distribution Activities. 1. The Underwriter will receive orders from purchasers for, for and the Funds Fund will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Funds Fund remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "1933 33 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Declaration of Trust of the Trust's Articles of Incorporation. 2. The Underwriter shall present all orders received by it for Shares shares to the Funds Fund by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Funds Fund in the Funds' its sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Funds Fund such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Funds Fund may suspend the offer of Shares in effect and may, without liability under any the provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares under this Agreement until such time as the Funds Fund shall deem it advisable to resume the offering of such Shares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Trustees Directors of the Trust Fund shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shall be suspended or the Funds Fund shall decline to accept or confirm any such orders or make any such sales, the Funds Fund shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Funds Fund will use their its best efforts to keep effectively registered under the 1933 33 Act for sale as herein contemplated such Shares as the Underwriter shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter shall be made as agent for the Funds Fund and all such sales shall be made to or through qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Funds Fund under the 1933 33 Act, (and related prospectus), as the Underwriter may determine from time to time. 4. All Shares offered for sale or sold by the Underwriter shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per Share share (determined as authorized from time to time by the Board of Trustees Directors of the Trust pursuant to its charter). 4.1 For the purpose of determining the Offering Price, the net asset value of any such Shares shall be so determined in accordance with the then current offering prospectus. The FundsFund, or the Funds' its authorized agent, will promptly furnish to the Underwriter a statement of the Offering Price as often as a such net asset value is determined and such statement shall, shall at the request of the Underwriter, Underwriter show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter for Shares, if accepted by the FundsFund, shall be accepted and confirmed by the Funds it or the Funds' its duly authorized agent at the Offering Price in effect at the time of its receipt of such order at the its principal office of the Fundsoffice. 4.3 The Underwriter will not in any event (a) offer for sale or sell Shares shares of capital stock in excess of the number then effectively registered under the1933 the 33 Act, and available for sale, or (b) offer for sale or sell any Shares shares in violation of any applicable Federal or State law, rule or regulation. 5. The Funds Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of the its Shares of capital stock in such states as the Underwriter may reasonably request (it being understood that the Funds Fund shall not be required without the Funds' its consent to qualify to do business in any jurisdiction or to comply with any requirement which, which in the Funds' opinion, its opinion is unduly burdensome). The Underwriter, at its own expense, will effect all necessary qualifications as dealer or broker. 6. The Funds Fund will furnish to the Underwriter from time to time such information with respect to the its Shares as the Underwriter may reasonably request for use in connection with the sale of Shares. The Underwriter will not use, distribute, disseminate use or distribute or authorize the use or use, distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the FundsFund. 7. Nothing herein contained shall limit the right of the Fund, in its absolute discretion, to issue or sell Shares for such other considerations (whether in connection with the acquisition of assets or shares or securities of another Trust or entity or with the merger or consolidation of any other Trust into or with the Fund, or otherwise) as and to the extent permitted by its charter and any applicable laws, or to issue or sell any such Shares directly to the shareholders of the Fund, upon such terms and conditions and for such consideration, if any, as may be determined by the Board of Trustees, whether pursuant to the distribution of subscription or purchase rights to such holders or by way of dividends or otherwise. 8. At the request of the Fund, the Underwriter agrees to act as agent for the Fund for the repurchase or redemption of shares of the Fund at such prices as the Fund from time to time shall prescribe. 9. In selling or reacquiring shares, the Underwriter agrees to conform to the requirements of all state and Federal laws relating to such sale or reacquisition, as the case may be, and will indemnify and hold the Fund harmless from any damage or expense on account of any wrongful act by the Underwriter or any employee, representative or agent of the Underwriter. The Underwriter will observe and be bound by all the provisions of the charter of the Trust and any fundamental policies adopted by the Fund pursuant to the 1940 Act, or otherwise, notice of which has been given to the Underwriter. 10. Neither the Underwriter, any dealer nor any other person is authorized by the Fund to give any information or to make any representation other than those contained (a) in the latest effective registration statement (and related prospectus) filed with the SEC under the 33 Act as such registration statement (and prospectus) may be amended from time to time, or (b) in any statement expressly authorized by the Fund for use in connection with any sale or reacquisition of Shares for the account of the Fund.

Distribution Activities. 1. The Underwriter will receive orders from purchasers for, and the Funds Fund will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Funds Fund remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Declaration of Trust of the Trust. 2. The Underwriter shall present all orders received by it for Shares to the Funds Fund by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Funds Fund in the Funds' Fund's sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Funds Fund such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Funds Fund may suspend the offer of Shares in effect and may, without liability under any provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares under this Agreement until such time as the Funds Fund shall deem it advisable to resume the offering of such Shares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Trustees of the Trust shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shall be suspended or the Funds Fund shall decline to accept or confirm any such orders or make any such sales, the Funds Fund shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Funds Fund will use their its best efforts to keep effectively registered under the 1933 Act for sale as herein contemplated such Shares as the Underwriter shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter shall be made as agent for the Funds Fund and all such sales shall be made to or through qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Funds Fund under the 1933 Act, (and related prospectus), as the Underwriter may determine from time to time. 4. All Shares offered for sale or sold by the Underwriter shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per Share (determined as authorized from time to time by the Board of Trustees of the Trust pursuant to its charter). 4.1 For the purpose of determining the Offering Price, the net asset value of any such Shares shall be so determined in accordance with the then current offering prospectus. The FundsFund, or the Funds' its authorized agent, will promptly furnish to the Underwriter a statement of the Offering Price as often as such net asset value is determined and such statement shall, at the request of the Underwriter, show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter for Shares, if accepted by the FundsFund, shall be accepted and confirmed by the Funds Fund or the Funds' its duly authorized agent at the Offering Price in effect at the time of its receipt of such order at the its principal office of the Fundsoffice. 4.3 The Underwriter will not in any event (a) offer for sale or sell Shares of capital stock in excess of the number then effectively registered under the1933 Act, and available for sale, or (b) offer for sale or sell any Shares in violation of any applicable Federal or State law, rule or regulation. 5. The Funds Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of the its Shares of capital stock in such states as the Underwriter may reasonably request (it being understood that the Funds Fund shall not be required without the Funds' its consent to qualify to do business in any jurisdiction or to comply with any requirement which, in the Funds' its opinion, is unduly burdensome). The Underwriter, at its own expense, will effect all qualifications as dealer or broker. 6. The Funds Fund will furnish to the Underwriter from time to time such information with respect to the its Shares as the Underwriter may reasonably request for use in connection with the sale of Shares. The Underwriter will not use, distribute, disseminate or authorize the use or distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the FundsFund. 7. Nothing herein contained shall limit the right of the Fund, in its absolute discretion, to issue or sell Shares for such other considerations (whether in connection with the acquisition of assets or shares or securities of another corporation or entity or with the merger or consolidation of any other corporation into or with the Fund, or otherwise) as and to the extent permitted by its charter and any applicable laws, or to issue or sell any such Shares directly to the shareholders of the Fund, upon such terms and conditions and for such consideration, if any, as may be determined by the Board of Trustees, whether pursuant to the distribution of subscription or purchase rights to such holders or by way of dividends or otherwise. 8. At the request of the Fund, the Underwriter agrees to act as agent for the Fund for the repurchase or redemption of Shares of the Fund at such prices as the Fund from time to time shall prescribe. 9. In selling or reacquiring Shares, the Underwriter agrees to conform to the requirements of all state and Federal laws relating to such sale or reacquisition, as the case may be, and will indemnify and hold the Fund harmless from any damage or expense on account of any wrongful act by the Underwriter or any employee, representative or agent of the Underwriter. The Underwriter will observe and be bound by all the provisions of the charter of the Trust and any fundamental policies adopted by the Fund pursuant to the 1940 Act, or otherwise, notice of which has been given to the Underwriter. 10. Neither the Underwriter, any dealer nor any other person is authorized by the Fund to give any information or to make any representation other than those contained (a) in the latest effective registration statement (and related prospectus) filed with the SEC under the 1933 Act as such registration statement (and prospectus) may be amended from time to time, or (b) in any statement expressly authorized by the Fund for use in connection with any sale or reacquisition of Shares for the account of the Fund.

Distribution Activities. 1. The Underwriter Distributor will receive orders from purchasers for, for and the Funds Fund will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Funds Fund remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "1933 33 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Declaration of Trust charter of the TrustFund. 1.1 The Distributor agrees that it will use such efforts as it may deem appropriate to solicit orders for the sale of shares of capital stock of the Fund. Such activities shall include, without limitation, such advertising and promotion as the Distributor, in conjunction with Fund management and by mutual agreement by both parties, may believe reasonable in connection with such solicitation; entering into arrangements with securities dealers, financial institutions and other industry professionals, including so-called "mutual fund supermarkets" and monitoring such agreements and relationships as may be necessary and appropriate to assure compliance with applicable state and Federal securities regulations relating to such agreements. Such activities shall also include the review of all advertising and promotional literature and the preparation and coordination of all filings of any such literature that the Fund may be required to make with the Securities and Exchange Commission or the NASD. 2. The Underwriter Distributor shall present all orders received by it for Shares shares of capital stock of the Fund to the Funds Fund by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Funds Fund in the Funds' its sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Funds Fund such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Funds Fund may suspend the offer of Shares shares in effect and may, without liability under any the provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares shares or capital stock under this Agreement until such time as the Funds Fund shall deem it advisable to resume the offering of such Sharesshares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Trustees of the Trust Directors shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shares shall be suspended or the Funds Fund shall decline to accept or confirm any such orders or make any such sales, the Funds Distributor shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Funds Fund will use their its best efforts to keep effectively registered under the 1933 33 Act for sale as herein contemplated such Shares shares of its capital stock as the Underwriter Distributor shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter Distributor shall be made as agent for the Funds Fund and all such sales shall be made to or through though qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Funds Fund under the 1933 33 Act, (and related prospectus), as the Underwriter Distributor may determine from time to time. 4. All Shares shares of capital stock offered for sale or sold by the Underwriter Distributor shall be so offered or sold at a price per share (the "Offering Price") equal to the net asset value per Share share (determined as authorized from time to time by the Board of Trustees Directors of the Trust Fund pursuant to its charter). 4.1 For the purpose of determining the Offering Priceoffering price, the net asset value of any such Shares shares shall be so determined in accordance with the then current offering prospectus. The FundsFund, or the Funds' its authorized agent, will promptly furnish to the Underwriter Distributor a statement of the Offering Price as often as such net asset value is determined and such statement shall, shall at the request of the Underwriter, Distributor show the basis of computation of the Offering Price. 4.2 Orders presented by the Underwriter Distributor for Sharesshares, if accepted by the FundsFund, shall be accepted and confirmed by the Funds it or the Funds' its duly authorized agent at the Offering Price in effect at the time of its receipt of such order at the its principal office of the Fundsoffice. 4.3 The Underwriter Distributor will not in any event (a) offer for sale or sell Shares shares of capital stock in excess of the number then effectively registered under the1933 the 33 Act, and available for sale, or (b) offer for sale or sell any Shares shares in violation of any applicable Federal or State law, rule or regulation. 5. The Funds Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of the Shares its shares of capital stock in such states as the Underwriter Distributor may reasonably request (it being understood that the Funds Fund shall not be required without the Funds' its consent to qualify to do business in any jurisdiction or to comply with any requirement which, which in the Funds' opinion, its opinion is unduly burdensome). The UnderwriterDistributor, at its own expense, will effect all necessary qualifications as dealer or broker. 5.1 The Distributor agrees to indemnify and hold harmless the Fund and each person, if any, who controls the Fund against any and all claims, costs, expenses (including reasonable attorneys' fee) (collectively "Losses") that may arise (i) out of the acquisition of any shares of capital stock of the Fund by any person which may be based upon any untrue statement, or alleged untrue statement of material fact contained in the Fund registration statement, or any omission or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by the Distributor or any affiliated person of the Distributor; or (ii) as a result of the Distributor's willful misfeasance, ▇▇▇▇ ▇▇▇▇▇ or negligence in the performance of its duties or obligations hereunder, or the reckless disregard of such duties or obligations. 6. The Funds Fund will furnish to the Underwriter Distributor from time to time such information with respect to the Shares its shares as the Underwriter Distributor may reasonably request for use in connection with the sale of Sharesshares. The Underwriter Distributor will not use, distribute, disseminate use or distribute or authorize the use or use, distribution or dissemination by its dealers or others in connection with such sale of any literature, advertising or selling aids in any form or through any medium, written or oral, without prior written specific approval thereof by the FundsFund. 7. Nothing herein contained shall limit the right of the Fund, in its absolute discretion, to issue or sell shares of its capital stock for such other considerations (whether in connection with the acquisition of assets or shares or securities of another corporation or entity or with the merger or consolidation of any other corporation into or with the Fund, or otherwise) as and to the extent permitted by its charter and any applicable laws, or to issue or sell any such shares directly to the shareholders of the Fund, upon such terms and conditions and for such consideration, if any, as may be determined by the Board of Directors, whether pursuant to the distribution of subscription or purchase rights to such holders or by way of dividends or otherwise. 8. At the request of the Fund, the Distributor agrees to act as agent for the Fund for the repurchase or redemption of shares of the Fund at such prices as the Fund from time to time shall prescribe. 9. In selling or reacquiring shares, the Distributor agrees to conform to the requirements of all state and Federal laws relating to such sale or reacquisition, as the case may be, and will indemnify and hold the Fund harmless from any damage or expense on account of any wrongful act by the Distributor or any employee, representative or agent of the Distributor. The Distributor will observe and be bound by all the provisions of the charter of the Fund and any fundamental policies adopted by the Fund pursuant to the Investment Company Act of 1940, as amended (the "40 Act"), notice of which has been given to the Distributor. 10. Neither the Distributor, any dealer nor any other person is authorized by the Fund to give any information or to make any representation other than those contained (a) in the latest effective registration statement (and related prospectus) filed with the SEC under the 33 Act as such registration statement (and prospectus) may be amended from time to time, or (b) in any statement expressly authorized by the Fund for use in connection with any sale or reacquisition of capital stock for the account of the Fund.