of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act.
of the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Company by giving JNLD at least thirty (30) days' previous written notice of such intention to terminate. This Agreement may be terminated by JNLD at any time by giving the Company at least thirty (30) days' previous written notice of such intention to terminate.
of the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Company by giving the Distributor at least sixty (60) days' previous written notice of such intention to terminate. This Agreement may be terminated by the Distributor at any time by giving the Company at least sixty (60) days' previous written notice of such intention to terminate.
of the 1940 Act. The Company further represents and warrants that: (i) the Registered Contracts are or will be registered and shall remain registered under the 1933 Act; (ii) the Unregistered Contracts are exempt from the registration requirements of the 1933 Act under the provisions of Section 4(2) thereof; (iii) the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iv) the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company shall amend the registration statement for the Registered Accounts and the Registered Contracts under the 1940 Act and the 1933 Act, respectively, from time to time as required in order to effect the continuous offering of the Registered Contracts; moreover, the Company will notify the Fund immediately in writing of any changes in facts or circumstances leading the Company to believe that any of the exemptions described above with respect to the Unregistered Contracts or Unregistered Accounts are not applicable as represented.
of the 1940 Act. You agree to promptly notify the Investment Company should you cease to be such a member of the NASD through expulsion or otherwise or if its membership is suspended or should you be subject to any limitations on your conduct under Section 9 of the 1940 Act. 7. Indemnification You agree to indemnify, defend and hold the Investment Company, its several officers and Board members, and any person who controls the Investment Company within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Investment Company, its officers or Board members, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, on account of (i) any act of yours or any of your employees constituting willful misfeasance, bad faith, or gross negligence in the performance of your duties, (ii) by reason of your reckless disregard of your obligations and duties under the Agreement or this Amendment; or (iii) any act of yours or any of your employees constituting negligence with respect to any services performed related to printing prospectuses or statements of additional information for a Fund, as described in Paragraph 4(i) of this Amendment. The foregoing indemnification provisions supplement the indemnification provisions of the Agreement. The indemnifications provisions of this Amendment and the Agreement shall survive the termination of the Agreement and/or this Amendment. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy, whereupon this Amendment will become binding on you. Very truly yours, Xxxxx Xxxxxx Investment Series By: _________________________ Name: R. Xxx Xxxxxx Title: Chief Executive Officer Agreed to as of the date first above written: PFS Distributors, Inc. By: _____________________________ Name: Title: PFS Investments Inc. By: _____________________________ Name: Title: Fund Date Added: Xxxxx Xxxxxx Investment Series SB Growth & Income Fund Xxxxx Xxxxxx International Fund Xxxxx Xxxxxx Dividend Strategy Fund December 1, 2005
of the 1940 Act. The Acquiring Trust may elect, in lieu of the covenants set forth in the preceding sentence, to apply for and obtain an exemptive order under Section 6(c) of the 1940 Act from the provisions of Section 15(f)(1)(A) of the 1940 Act, in form and substance reasonably acceptable to the Acquired Fund's investment adviser.
of the 1940 Act. The Acquiring Fund Registrant may elect, in lieu of the covenants set forth in the preceding sentence, to apply for and obtain an exemptive order under Section 6(c) of the 1940 Act from the provisions of Section 15(f)(1)(A) of the 1940 Act, in form and substance reasonably acceptable to FTAM.
of the 1940 Act. In the event a vote of Holders of Preferred Shares is required pursuant to the provisions of Section 13(a) of the 1940 Act, the Trust shall, not later than ten Business Days prior to the date on which such vote is to be taken, notify Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) and Fitch (if Fitch is then rating the Preferred Shares) that such vote is to be taken and the nature of the action with respect to which such vote is to be taken. The Trust shall, not later than ten Business Days after the date on which such vote is taken, notify Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) and Fitch (if Fitch is then rating the Preferred Shares) of the results of such vote.
of the 1940 Act. We hereby acknowledge and agree that pursuant to Section 14(a) of the 1940 Act and the rules promulgated thereunder (or pursuant to an order of the Commission granted to you and the Trusts related thereto) (a) if, within ninety days from the time that a Trust's Registration Statement has become effective under the 1933 Act, the net worth of such Trust declines to less than $100,000 or such Trust is terminated, the trustee of such Trust shall (i) refund, on demand and without deduction, all sales charges to each investor who purchased Units of such Trust, and (ii) liquidate the Securities held by such Trust and distribute the proceeds thereof to the unitholders of such Trust and (b) in the event that redemptions by you or any Underwriter of Units constituting a part of the Units not theretofore sold to the public results in a Trust having a net worth of less than 40 percent of the principal amount of the Securities (or delivery statements relating to contracts for the purchase of any such Securities which, together with cash or an irrevocable letter of credit issued by a bank in the amount required for their purchase, are held by such Trust for purchase of the Securities) initially deposited in such Trust: the trustee of such Trust shall (i) terminate such Trust in the manner provided in the trust agreement and distribute the assets thereof to the unitholders of such Trust, and (ii) refund, on demand and without deduction, all sales charges to each person who purchased Units of such Trust from you or from any Underwriter or broker-dealer participating in the distribution. In the event that a Trust is terminated in accordance with the foregoing, we will refund any sales charges to any purchaser of such Units purchased from us, or purchased from a dealer participating in the distribution of such Units who purchased such Units from us. We authorize you to charge our account for all refunds of sales charges in respect to our Units.
of the 1940 Act. Buyer agrees that Buyer (including its Affiliates) (i) shall not take any action that would have the effect of causing Section 15(f) of the 1940 Act not to be met in respect of this Agreement and the transactions contemplated hereby, and (ii) shall not fail to take any action if the failure to take such action would have the effect of causing
