FIFTH. The Distributor shall act as an agent of the Company in connection with the sale and redemption of Shares. Except with respect to such sales and redemptions, the Distributor shall act as principal in all matters relating to the promotion of the sale of Shares and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor shall enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell the Shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer or financial institution shall act as a principal, and not as an agent, of the Company.
FIFTH. Amounts payable pursuant to paragraph SECOND above shall compensate/reimburse the Distributor for financing any activity which is primarily intended to result in the sale of the Class K Shares, including, but not limited to, expenses of organizing and conducting sales seminars, advertising programs, finders fees, printing of prospectuses and statements of additional information (and supplements thereto) and reports for other than existing shareholders, preparation and distribution of advertising material and sales literature, supplemental payments to dealers and other institutions as asset-based sales charges and providing such other services and activities as may from time to time be agreed upon by the Company. Such reports, prospectuses and statements of additional information (and supplements thereto), sales literature, advertising and other services and activities may be prepared and/or conducted either by Distributor's own staff, the staff of affiliated companies of the Distributor, or third parties. SIXTH: Amounts set forth in Schedule B may also be used to compensate/reimburse the Distributor for making payments of service fees under a shareholder service arrangement to be established by Distributor in accordance with paragraph SEVENTH below. To the extent that amounts paid hereunder are not used specifically to compensate Distributor for any such expense, such amounts may be treated as compensation for Distributor's distribution-related services. All amounts expended pursuant to the Plan and Agreement shall be paid to Distributor and are the legal obligation of the Company and not of Distributor. That portion of the amounts paid under the Plan and Agreement that is not paid or advanced by Distributor to dealers or other institutions that provide personal continuing shareholder service as a service fee pursuant to paragraph SEVENTH below shall be deemed an asset-based sales charge. No provision of this Plan and Agreement shall be interpreted to prohibit any payments by the Company during periods when the Company has suspended or otherwise limited sales. SEVENTH: Distributor may make payments to selected banks, financial planners, retirement plan service providers and other appropriate third parties acting in an agency capacity for their customers who provide shareholder services to their customers from time to time. The maximum service fee paid to any service provider shall be twenty-five one hundredths of one percent (0.25%), per annum of the avera...
FIFTH. Upon receipt by the Trust at its principal place of business of a written order from the Distributor, together with delivery instructions, the Trust shall, as promptly as practicable, cause certificates for the shares called for in such order to be delivered or credited in such amounts and in such names as shall be specified by the Distributor, against payment therefor in such manner as may be acceptable to the Trust. SIXTH: All sales literature and advertisements used by the Distributor in connection with sales of the shares of the Trust shall be subject to the approval of the Trust. The Trust authorizes the Distributor in connection with the sale or arranging for the sale of its shares to give only such information and to make only such statement or representations as are contained in the current Prospectus(es) and Statement(s) of Additional Information or in sales literature or advertisements approved by the Trust or in such financial statements and reports as are furnished to the Distributor pursuant to this Agreement. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements and representations contained in the then current Prospectus(es) and Statement(s) of Additional Information.
FIFTH. (a) The total number of shares of all classes of stock of the Corporation heretofore authorized was 17 525 000 shares, of which 5 450 000 of the par value of $100 each were Cumulative Preferred Stock (amounting in the aggregate to $545 000 000 par value) and 12 075 000 shares without nominal or par value were Common Stock.
FIFTH. The foregoing amendments have been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law. SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
FIFTH. That an executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation, at the following address: 455 South Gulph Road, King of Prussia, Pennsylvania 19406. Sixth: That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either the constituent corporation or the constituent Italian joint stock company.
FIFTH. Notwithstanding the above procedure, an employee will be allowed to displace an employee in a classification not previously performed in when that classification is in a logical progression from a present or former classification held. Again, the employee must meet the minimum requirements for the classification and have the ability to perform the duties of the position.