Common use of Distribution Services Clause in Contracts

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Appears in 1 contract

Sources: Distribution Agreement (Staar Investment Trust)

Distribution Services. 3.1. Distributor will have Nuance shall provide the right, as agent following distribution services for the Trust, Products (the “Distribution Services”) before completion of Production Transfer: (a) Nuance agrees to enter into dealer agreements with responsible investment dealers, (i) distribute and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated Products in the Trust's effective Registration Statement on Form N-1A under Territory and shall advertise and promote the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares Products to the public against orders therefor at the public offering price extent lawful according to all Applicable Laws and regulations; (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect ii) extend the distribution and sale of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined Products in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds Territory so as to enable maximize such distribution; and (iii) meet or exceed the Shares performance targets agreed to by the Parties from time to time. (b) Nuance agrees to be traded through FundSERV. The Distributor shall not be solely responsible for any operational matters associated with FundSERV or networking transactionsinvoicing and receivables collection for all the Products sold to customers by Nuance under this Agreement. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor (c) Nuance agrees to furnish the Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports maintain a sales management team and trained personnel adequate for the Board of Trustees (the "Board") needs of the Trust regarding Territory, maintaining such offices, warehouses and distribution facilities within the Territory. Nuance shall provide all services other than warehousing and delivery services directly or through one or more affiliates controlled by, or under common control with, Nuance or a third-party agent of Nuance in each case reasonably satisfactory to Altamira, and where a sublicense is required subject to Altamira’s consent pursuant to Section 1.1(c). Nuance shall provide Altamira with prior written notice of its activities under this Agreement intention to appoint any such broker, sub-distributor or other agent and provide any information about such party as reasonably requested by Altamira. As between the Trust's BoardParties, including reports regarding Nuance shall be liable to Altamira for any actions or omissions of any such agent or broker or sub-distributor in connection with this Agreement. The scope of any rights granted by Nuance to any sub-distributor or agent may not exceed the use scope of assets accrued pursuant rights granted to Nuance under this Agreement. In particular, Nuance shall impose any obligations also to its sub-distributors and agents which are necessary to ensure adherence and compliance of the sub-distributors and agents with terms similar to the ones stipulated under this Agreement (in particular, but not limited to: compliance, non-compete obligations, sales restrictions, intellectual property rights, confidentiality obligations and term and termination provisions), and guarantees towards Altamira the compliance of its sub-distributors and agents with these obligations. (d) In the event that a Rule 12b-1 plan adopted by customer for the TrustProducts requests a service that is outside the scope of this Agreement, if anythe Parties agree to seek in good faith a mutually acceptable solution that is in the mutual best interests of the Parties.

Appears in 1 contract

Sources: Licensing & Distribution Agreement (Altamira Therapeutics Ltd.)

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's ’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials.. R▇▇▇▇▇▇▇, M▇▇▇▇▇▇ 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's ’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Appears in 1 contract

Sources: Distribution Agreement (Capitol Series Trust)

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's ’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust.. Unified Distribution AgreementDecember 19, 2018 Page 1 of 18 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials.. Unified Distribution AgreementDecember 19, 2018 Page 2 of 18 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's ’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Appears in 1 contract

Sources: Distribution Agreement (Commonwealth International Series Trust)

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's ’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials.. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's ’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Appears in 1 contract

Sources: Distribution Agreement (Capitol Series Trust)

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's Fund’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the TrustFund. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below)) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third second business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions.. Ultimus Distribution Agreement September 22, 2023 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation regarding the Fund other than as contained in the Registration Statement and any sales literature and advertising materials specifically approved by the Fund. 3.12. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's ’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Appears in 1 contract

Sources: Distribution Agreement (Manager Directed Portfolios)

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with Ultimus Distribution Agreement December 14, 2020 Page 1 of 18 responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's ’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Ultimus Distribution Agreement December 14, 2020 Page 2 of 18 Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's ’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Appears in 1 contract

Sources: Distribution Agreement (Volumetric Fund Inc)

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's ’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust.. Unified Distribution AgreementFebruary 1, 2019 Page 1 of 19 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials.. Unified Distribution AgreementFebruary 1, 2019 Page 2 of 19 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's ’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Appears in 1 contract

Sources: Distribution Agreement (Commonwealth International Series Trust)

Distribution Services. 3.1. Distributor 1.1 You will have act as the right, as sole agent of the Trust for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell distribution of Shares to such investment dealers against orders therefor at the public offering price in Creation Units (as defined belowherein) stated covered by, and in accordance with, the Trust's effective Registration Statement on Form N-1A registration statement and prospectus then in effect under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities 1933 Act")) and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer Agent for the Trust of which the 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 perform the services contemplated herein on a continuous basis. It is contemplated that you 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, 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 limitations, 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 ("SEC") or any securities association registered under the 1934 Act. 1.4 Whenever th▇ ▇▇▇▇▇▇s hereto, in their collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind deemed by them to render sales of a Trust's Shares in Creation Units not in the best interest of the Trust, the 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 the parties deem it advisable to accept such orders and to make such sales. 1.5 The 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 1933 Act 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 Trust hereunder, and all expenses in connection with the preparation and printing of the Trust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust 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 1940 Act. 1.6 The Trust agr▇▇▇ ▇▇ ▇xecute 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 Trust's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Trust and the Trust may approve, and the 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 Trust shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Trust or any relevant Fund and the Shares as you may reasonably request, all of which shall be signed by one or more of the Trust's duly authorized officers; and the Trust warrants that the statements contained in any such information, when so signed by the Trust's officers, shall be true and correct. The Trust also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Trust's books and accounts made by independent public accountants regularly retained by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Trust's or, if applicable, each Fund' 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 Trust's financial condition as you may reasonably request. 1.8 The Trust represents to you that all registration statements and prospectuses filed by the Trust with the SEC under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the SEC thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the then-current prospectus and statement of additional information (incorporated by reference therein, filed with the "Registration Statement")SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. Upon receipt of an order The Trust represents and warrants to purchase Shares from a dealer with whom Distributor has a dealer agreementyou that any registration statement and prospectus, Distributor when such registration statement becomes effective, will promptly cause such order contain all statements required to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, stated therein in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act conformity with said Acts and the rules and regulations promulgated by 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 U.S. Securities and Exchange Commission (the "SEC")or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5statements therein not misleading. The NAV of 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 it may deem necessary or advisable. If the Shares of each Fund Trust shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement or by another entity on behalf decline to make offers of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit 's securities until such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERVamendments are made. The Distributor Trust will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in this agreement shall not be responsible for in any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by way limit the Trust's Boardright to file at any time such amendments to any registration statement and/or supplements to any prospectus, including reports regarding of whatever character, as the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the TrustTrust may deem advisable, if anysuch right being in all respects absolute and unconditional.

Appears in 1 contract

Sources: Distribution Agreement (Rydex Etf Trust)

Distribution Services. 3.1. Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Trust's ’s effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's ’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC")or “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation ("NSCC") and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials.. Ultimus Distribution Agreement 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") of the Trust regarding its activities under this Agreement as reasonably requested by the Trust's ’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Appears in 1 contract

Sources: Distribution Agreement (Capitol Series Trust)

Distribution Services. 3.1. The Distributor will have shall sell and repurchase Shares as set forth below, subject to the right, as agent for registration requirements of the Trust, to enter into dealer agreements with responsible investment dealers1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"): a. The Distributor, subject to applicable federal and state laws and the Master Trust Agreement and By-Laws, agrees to sell the Shares from time to such investment dealers against orders therefor at time during the term of this Agreement upon the terms described in the Registration Statement. b. The public offering price (as defined below) stated in the Trust's effective Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the "Securities Act"), including the then-current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. 3.2. Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price (as defined below). 3.3. Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The "public offering price" for the Shares of each Fund Portfolio (and, with respect to each Portfolio offering multiple classes of Shares, the Shares of each class of such Portfolio) shall be the respective net asset value ("NAV") of the Shares of that Fund then in effect, plus any applicable sales charge the Portfolio as next determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and Trust following receipt of an order at the rules and regulations promulgated by Distributor's principal office plus the U.S. Securities and Exchange Commission (the "SEC")or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable initial sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authoritycharge, Inc. ("FINRA")if any. 3.5. c. The NAV net asset value of the Shares of each Fund shall be determined in the manner provided in the Registration Statement, then current Prospectus and when determined shall be applicable to transactions as provided for in the Registration StatementStatement of Additional Information. The NAV net asset value of the Shares of each Fund shall be calculated by the Trust or by another entity on behalf of the Trust. The Distributor shall have no duty to inquire into or liability for the accuracy of the NAV net asset value per Share as calculated. 3.6. On every sale, the Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. d. Upon receipt of purchase instructions, the Distributor will shall transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. The Distributor is authorized to collect the gross proceeds derived from the sale of Shares, remit the net asset value thereof to the Trust upon receipt of the proceeds, and retain any initial sales charge less any reallowance paid to dealers (the "Net Sales Charges"). The Distributor, in light of Trust policies, procedures and disclosure documents, shall also have the right to take all actions which, in the Distributor's judgment, are necessary to effect the distribution of Shares. The Distributor in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers as it may select at the public offering price less the reallowance established in the Prospectus. In making agreement with such dealers, the Distributor shall act only as principal and not as agent for the Trust. 3.8. e. The Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement (the "Repurchase Price"). Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. 3.9. At the end of each business day, the Distributor shall maintain membership with notify the National Securities Clearing Corporation ("NSCC") Trust and any other similar successor organization to sponsor the Trust's transfer agent of the number of shares redeemed, and the identity of the shareholders or dealers offering Shares for repurchase. Upon such notice, the Trust shall pay the Distributor the Repurchase Price in cash or in the form of a participant number for credit against monies due the Funds so Trust from the Distributor as to enable proceeds from the Shares to be traded through FundSERVsale of Shares. The Distributor will receive no commission or other renumeration for repurchasing Shares. Any contingent deferred sales charge shall be paid to the Adviser as repayment for financing the payment of the sales commission for such shares. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to receive and transmit promptly to the Trust's transfer agent, shareholder and dealer requests for redemption of Shares. f. Nothing in this Agreement shall prevent the Distributor or any "affiliated person" from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that the Distributor expressly agrees that it shall not be responsible for its own account purchase any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the "Board") Shares of the Trust regarding except for investment purposes and that it shall not for its activities under this Agreement as reasonably requested by the Trust's Board, including reports regarding the use own account sell any such Shares except for redemption of assets accrued pursuant to a Rule 12b-1 plan adopted such Shares by the Trust, if anyand that it shall not undertake activities which, in its judgment, would adversely affect the performance of its obligations to the Trust under this Agreement.

Appears in 1 contract

Sources: Distribution Agreement (Azzad Funds)