Undertakings. The Fund agrees with you, for your benefit, that: (a) The Fund shall cause the provider of transfer agency services to the Fund (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, to record on its books the ownership of such Units registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund of the payment therefor. The Fund will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units sold by you on behalf of the Fund. (b) Subject to Section 8 of this Agreement, the Fund will furnish to you as many conformed copies of the Registration Statement including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the Prospectus and SAI as you may reasonably request for yourself and for delivery to the Selling Agents. (c) To the extent required by applicable state law, the Fund will use its best efforts to arrange for the qualification of an appropriate amount of Units for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund in connection with such qualifications. (d) The Fund shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the Fund, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund to its members or filed by, or on behalf of, the Fund with the Commission.
Appears in 4 contracts
Sources: Distribution Agreement (Hatteras Multi-Strategy TEI Fund, L.P.), Distribution Agreement (Hatteras Multi-Strategy Fund, L.P.), Distribution Agreement (Hatteras Multi-Strategy Institutional Fund, L.P.)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") -------------- to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 4 contracts
Sources: Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust)
Undertakings. The Fund agrees with you, for your benefit, that:
(a) The Fund shall cause the provider of transfer agency services to the Fund (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, to record on its books the ownership of such Units registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund of the payment therefor. The Fund will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units sold by you on behalf of the Fund.
(b) Subject to Section 8 7 of this Agreement, the Fund will furnish to you as many conformed copies of the Registration Statement including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the Prospectus and SAI as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund will use its best efforts to arrange for the qualification of an appropriate amount of Units for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund in connection with such qualifications.
(d) The Fund shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the Fund, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund to its members or filed by, or on behalf of, the Fund with the Commission.
Appears in 4 contracts
Sources: Distribution Agreement (Hatteras Core Alternatives Institutional Fund, L.P.), Distribution Agreement (Hatteras Core Alternatives TEI Fund, L.P.), Distribution Agreement (Hatteras Core Alternatives TEI Institutional Fund, L.P.)
Undertakings. The Fund agrees with you, for your benefit, that:
(a) The Fund shall cause the provider of transfer agency services to the Fund (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, to record on its books the ownership of such Units registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund of the payment therefor. The Fund will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units sold by you on behalf of the Fund.
(b) Subject to Section 8 of this Agreement, the Fund will furnish to you as many conformed copies of the Registration Statement including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the Prospectus and SAI as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund will use its best efforts to arrange for the qualification of an appropriate amount of Units for sale under the laws of such of the ▇5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund in connection with such qualifications.
(d) The Fund shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the Fund, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund to its members or filed by, or on behalf of, the Fund with the Commission.
Appears in 4 contracts
Sources: Distribution Agreement (Hatteras Multi-Strategy TEI Institutional Fund, L.P.), Distribution Agreement (Hatteras Multi-Strategy Fund, L.P.), Distribution Agreement (Hatteras Multi-Strategy Institutional Fund, L.P.)
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to the Fund agent (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, ) to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust.
(b) Subject to Section 8 7 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(d) The Fund Trust shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
Appears in 4 contracts
Sources: Distribution Agreement (Hatteras Alternative Mutual Funds Trust), Distribution Agreement (Hatteras Alternative Mutual Funds Trust), Distribution Agreement (Hatteras Alternative Mutual Funds Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to the Fund agent (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, ) to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption “Shares of the Fund” in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption “Taxation” in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust’s independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions “Portfolio Transactions” and “Performance Information” (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust’s required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 2 contracts
Sources: Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer -------- Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, -------- however, that nothing contained in this Agreement shall in any way limit ------- the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) On each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post- effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 2 contracts
Sources: Distribution Agreement (Goldman Sachs Variable Insurance Trust), Distribution Agreement (Goldman Sachs Variable Insurance Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") -------------- to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares
of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post- effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 2 contracts
Sources: Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer -------- Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered ----- in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement shall in any -------- ------- way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 2 contracts
Sources: Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer -------- Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that -------- ------- nothing contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post- effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. 9.1 The Fund agrees with youCompany undertakes to each of the Sole Sponsor, for your benefitthe Sole Global Coordinator, thatthe Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that it will, and each of the Executive Directors and the Covenantors jointly and severally undertakes (other than sub-paragraphs (i) and (k) below) to each of the Sole Sponsor, the Sole Global Coordinator, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters to procure that the Company will:
(a) The Fund shall cause comply in all material respects with the provider terms and conditions of transfer agency services the Global Offering and, in particular, without limitation:
(i) comply with the obligations imposed upon it by the Companies Ordinance, Companies (Miscellaneous) Ordinance, the Companies Act and the Listing Rules in respect of or by reason of the making of the Global Offering, and the proposed listing of the Shares on the Stock Exchange, including, but without limitation, the making of all necessary filings with the Registrar of Companies in Hong Kong and the Stock Exchange and the displaying on the websites of the Stock Exchange and the Company of the documents referred to in “Appendix V – Documents Delivered to the Fund Registrar of Companies in Hong Kong and Available for Inspection – Documents Available for Inspection” in the Prospectus during the period specified in that paragraph; and
(acting in ii) take all reasonable steps as shall lie within its power and control, subject to such capacityrestrictions and requirements as may be imposed under relevant laws, rules and regulations or by relevant regulatory, judicial or governmental body, to provide all such information, pay all such fees, deliver all such documents and do all such things as may reasonably be required by the Sole Sponsor, the “Transfer Agent”), which may be the Fund’s administrator, to record on its books the ownership of such Units registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund of the payment therefor. The Fund will make such filings under the Investment Company Act with, and pay such fees toSole Global Coordinator, the Commission Hong Kong Underwriters, the Stock Exchange and/or the SFC in accordance with relevant laws and regulations so as are necessary to register carry into effect the Units sold by you on behalf of Global Offering in accordance with the Fund.
(b) Subject to Section 8 terms of this Agreement, the Fund will furnish Prospectus and the Application Form and to you enable the listing of, and permission to
(b) do all such lawful acts and things as many conformed copies may reasonably be required to be done, supply all such information, pay all such fees, and deliver all such documents as are reasonably required by HKSCC for accepting the Shares for deposit, clearance and settlement in CCASS established and operated by HKSCC with effect from the commencement of the Registration Statement including exhibits theretolisting of, and dealings in, the Shares on each Effective Datethe Stock Exchange and comply with the requirements of HKSCC from time to time such that the Shares will remain eligible for deposit, as you may reasonably request for yourself clearance and for delivery to settlement in CCASS except the Selling Agents and, so long as delivery withdrawal of listing of the Prospectus or SAI by you or any Selling Agent may be required by lawShares;
(c) after determination of the basis of allocation, the number of copies allot and issue (subject to and on terms of the Prospectus and SAI as you may reasonably request for yourself and for delivery the Application Form) the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up under Clause 5.4, to the Selling Agents.
(c) To applicants referred to in Clause 5.6 on terms that they rank pari passu in all respects with the extent required by applicable state law, Shares in issue on the Fund will use its best efforts to arrange for the qualification of an appropriate amount of Units for sale under the laws date of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, allotment and such other jurisdiction as you and the Fund may approve, issue and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund shall not be required in connection herewith or as a condition hereto entitled to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information all dividends and other material relating to your affairs and activities as may be required by distributions thereafter declared, paid or made on the Fund in connection Shares with such qualifications.a record date which falls after the Listing Date;
(d) The Fund as soon as reasonably practicable following announcement of the basis of allotment of the Hong Kong Offer Shares and in any event no later than 9:00
a. m. on the Despatch Date, it shall keep you informed cause definitive certificates for the Hong Kong Offer Shares to be posted to such successful and partially successful applicants at their own risk or, in the case of successful and partially successful applications made through electronic application instructions to HKSCC, to be duly delivered to the depositary for HKSCC for credit to such CCASS Participants’ accounts or CCASS Investors Participants’ accounts as the case may be and subject to the Global Offering having becoming unconditional, procure the names of successful applicants of the Hong Kong Public Offering or, where relevant, HKSCC Nominees Limited to be entered in the register of members of the Company kept in Hong Kong;
(e) use all reasonable endeavours to procure that the Registrars and the Receiving Bank will comply in all material respects with respect the terms of their respective appointments and will do all such acts and things as may be required to its affairs andbe done by each of them in connection with the Hong Kong Public Offering and in particular, subject to Section 8 of this Agreementbut without limitation, the FundRegistrars’ Agreements and the Receiving Bank Agreement respectively. None of the terms of the appointments of the Registrars and the Receiving Bank in relation to their respective roles as registrars and receiving bank for the purpose of the Global Offering shall be amended without the prior written consent of the Sole Sponsor (for itself and on behalf of the Sole Global Coordinator, if so requestedthe Joint Bookrunners, will furnish the Joint Lead Managers and the Hong Kong Underwriters) (such consent not to yoube unreasonably withheld or delayed);
(f) for the purposes of the application for listing of the Shares and the Global Offering only, comply with the Listing Rules in all material respects in relation to any supplementary listing documents and further agrees not to issue, publish, distribute or make available any announcement, circular or document without the prior written consent of the Sole Sponsor (for itself and on behalf of the Sole Global Coordinator, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters) (such consent not to be unreasonably withheld or delayed);
(g) for the purposes of the application for listing of the Shares and the Global Offering only, as soon as they are available reasonably practicable and by no later than the Listing Date, deliver to the Stock Exchange the declaration in the form set out in Form F of Appendix 5 to the Listing Rules;
(h) use its best endeavours to procure that none of the connected persons (as defined in the Listing Rules) of the Company will apply for or acquire any Offer Shares either in their own names or through nominees unless permitted to do so under the Listing Rules and all requisite confirmations have been obtained from the Stock Exchange to that effect;
(i) pay any tax, duty, levy, fee or other charge or expense which may be payable by the Company in the Cayman Islands, the BVI, Hong Kong, Macau, the PRC and other relevant jurisdictions, whether pursuant to the requirements of any law, rule or regulation or otherwise, in connection with sufficient copies the creation, allotment and issue of the Offer Shares and the Shares to be issued upon the exercise of the Over-allotment Options, the Global Offering, and the execution and delivery of, or the performance of any of the provisions under this Agreement (save with respect to the payment obligations provided in Clauses 11.3 and 11.4 where payment shall be expressed therein to be arranged by the Sole Global Coordinator, the Nominee and/or the Hong Kong Share Registrar or any of them);
(j) use the net proceeds received by it from the Global Offering in the manner and within the timeframe specified in “Future Plans and Use of Proceeds – Use of Proceeds” in the Prospectus and other parts of the Prospectus; and not to change or propose to change such use or announce any intention to do so, unless with the prior written consent of the Sole Sponsor and the Sole Global Coordinator;
(k) from the date hereof until 5:00 p.m. on the date which is the third Business Day after the date falling thirty days after the Prospectus Date, the Company will not
(i) declare, pay or otherwise make any dividend or distribution of any kind on its share capital nor (ii) change or alter its capital structure (including but not limited to alteration to the nominal value of the Shares whether as a result of consolidation, sub-division or otherwise), other than pursuant to the Global Offering, the Capitalisation Issue or the allotment and issue of Shares pursuant to the exercise of the Over-allotment Option and options to be granted under the Share Option Scheme;
(l) uses its best endeavours to maintain a listing of the Shares on the Stock Exchange for at least one year from the Listing Date except following a withdrawal of such listing which has been commenced and approved by the relevant shareholders of the Company (such withdrawal of listing not having been sought or initiated by the Company or any of the Covenantors) in accordance with the Listing Rules or following an offer (within the meaning of the Hong Kong Code on Takeovers and Mergers) becoming unconditional; and
(m) the Company shall appoint and maintain the appointment of CMBC International Capital as the compliance adviser as required by the Listing Rules, and seek and obtain continuing compliance advice for the Selling Agents), copies Company and its directors as required to be sought from the compliance adviser under the Listing Rules.
9.2 Each of all reports, communications the Executive Directors and financial statements sent by the Fund Covenantors jointly and severally undertakes to its members or filed by, or on behalf ofthe Sole Sponsor, the Fund Sole Global Coordinator, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters to use their best endeavours to procure that the Company complies with its undertakings referred to in Clause 9.1 and to do all such acts and things within its powers as may be reasonably required to give effect to the Commissionsame.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust.
(b) Subject to Section 8 7 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(d) The Fund Trust shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
Appears in 1 contract
Sources: Distribution Agreement (HCIM Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust.
(b) Subject to Section 8 7 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the a Prospectus or SAI S▇▇ by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and SAI each S▇▇ as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(d) The Fund Trust shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
Appears in 1 contract
Sources: Distribution Agreement (HCIM Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to the Fund agent (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, ) to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file such amendments to the Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in the Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 485 or 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 485 or 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 485 or 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Institutions), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement or Prospectuses or SAIs, including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Institutions and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Institution may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Institutions.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Institutions), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to the Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption “Shares of the Fund” in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph (ii) (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption ‘Taxation” in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Institutions may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust’s independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust’s required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer -------- Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the 50 states of the United States, the District of Columbia, the Co▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the ▇ Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") to record -------------- on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by in accordance with the Fund terms and conditions of any Participation Agreements and the payment thereforrelevant Prospectus. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling Agentsyourself.
(ce) To Consistent with the extent required by applicable state lawpractice of mutual funds whose shares are made available only to Qualified Persons, the Fund will use its best efforts Trust shall undertake to arrange for comply with the qualification terms and conditions of an appropriate amount of Units for sale under relevant exemptions from the securities laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, Guam and such other jurisdiction jurisdictions as you and the Fund Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for such Shares to be lawfully sold in such jurisdiction, and will maintain any such registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents)available, copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Sources: Distribution Agreement (Goldman Sachs Variable Insurance Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") to record on its books the -------------- ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by in accordance with the Fund terms and conditions of any Participation Agreements and the payment thereforrelevant Prospectus. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as a delivery of the a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling Agentsyourself.
(ce) To Consistent with the extent required by applicable state lawpractice of mutual funds whose shares are made available only to Qualified Persons, the Fund will use its best efforts Trust shall undertake to arrange for comply with the qualification of an appropriate amount of Units for sale under terms and conditions relevant exemptions from the securities laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, Guam and such other jurisdiction jurisdictions as you and the Fund Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, and will maintain such the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the Fundtrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents)available, copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Sources: Distribution Agreement (Goldman Sachs Variable Insurance Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") -------------- to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post- effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Trust shall sell Shares of each Fund so long as it has such Shares available for sale and shall cause the provider of transfer agency services to the Fund agent (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, ) to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption “Shares of the Fund” in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption “Taxation” in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust’s independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions “Portfolio Transactions” and “Performance Information” (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust’s required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Sources: Distribution Agreement (Goldman Sachs Credit Strategies Fund)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") -------------- to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to the Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to the Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in the Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement including exhibits thereto, on each Effective Date, as you may reasonably request for yourself yourselves and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund The Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to the Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares) of the form of opinion of counsel to the Trust attached hereto as Exhibit B; --------- (ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 12 of the form of opinion of counsel to the Trust attached hereto as Exhibit ------- B; or -
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 14 of the form opinion of counsel to the Trust attached hereto as Exhibit B. --------- Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of the Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") -------------- to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi- annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer -------- Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i)when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule497, (ii)when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii)of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv)of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v)of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 Section8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents Authorized Dealers and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent Authorized Dealer may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling AgentsAuthorized Dealers.
(ce) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 Section8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling AgentsAuthorized Dealers), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Fund agrees with you, for your benefit, that:
(a) The Fund shall cause the provider of transfer agency services to the Fund (acting in such capacity, the “Transfer Agent”), which may be the Fund’s 's administrator, to record on its books the ownership of such Units registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund of the payment therefor. The Fund will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units sold by you on behalf of the Fund.
(b) Subject to Section 8 of this Agreement, the Fund will furnish to you as many conformed copies of the Registration Statement including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the Prospectus and SAI as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund will use its best efforts to arrange for the qualification of an appropriate amount of Units for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund in connection with such qualifications.
(d) The Fund shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the Fund, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund to its members or filed by, or on behalf of, the Fund with the Commission.
Appears in 1 contract
Sources: Distribution Agreement (Hatteras Multi-Strategy TEI Fund, L.P.)
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to the Fund agent (acting in such capacity, the “Transfer Agent”), which may be the Fund’s administrator, ) to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust.
(b) Subject to Section 8 7 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents andyourself, so long as delivery of the a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling Agentsyourself.
(c) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(d) The Fund Trust shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents)available, copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
Appears in 1 contract
Undertakings. The Fund Trust agrees with you, for your benefit, that:
(a) The Fund Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") to record on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Fund Trust of the payment therefor. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register the Units Shares of any Fund sold by you on behalf of the FundTrust.
(b) Subject to Section 8 7 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund Trust will use its best efforts to arrange for the qualification of an appropriate amount number of Units the Shares of the Funds for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(d) The Fund Trust shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
Appears in 1 contract
Sources: Distribution Agreement (HCIM Trust)
Undertakings. The Fund Trust agrees with you, for your benefit, that:: ------------
(a) The Fund Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the provider of transfer agency services to agent (the Fund (acting in such capacity, the “"Transfer Agent”), which may be the Fund’s administrator, ") to record -------------- on its books the ownership of such Units Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by in accordance with the Fund terms and conditions of any Participation Agreements and the payment thereforrelevant Prospectus. The Fund Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register the Units Shares of any Fund sold by you on behalf of the FundTrust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Fund Trust will furnish to you as many conformed copies of the Registration Statement Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as delivery of the a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Selling Agentsyourself.
(ce) To Consistent with the extent required by applicable state lawpractice of mutual funds whose shares are made available only to Qualified Persons, the Fund will use its best efforts Trust shall undertake to arrange for comply with the qualification terms and conditions of an appropriate amount of Units for sale under relevant exemptions from the securities laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, Guam and such other jurisdiction jurisdictions as you and the Fund Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for such Shares to be lawfully sold in such jurisdiction, and will maintain any such registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Fund Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund Trust in connection with such qualifications.
(df) The Fund Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the FundTrust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents)available, copies of all reports, communications and financial statements sent by the Fund Trust to its members shareholders or filed by, or on behalf of, the Fund Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi- annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Sources: Distribution Agreement (Goldman Sachs Variable Insurance Trust)
Undertakings. (i) The Fund agrees Resigning Agent shall be reimbursed by Borrower for, to the extent invoiced, all of the Resigning Agent’s reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of its counsel) incurred in connection with youperforming its obligations under this Section 10.18(e), for your benefitsubject to the limitations and other terms set forth in Section 10.4 of the Prior Credit Facility (it being understood that, that:notwithstanding the resignation of the Resigning Agent from its capacity as Administrative Agent and as Collateral Agent under the Prior Credit Facility, this clause (i) shall require the reimbursement of expenses attributable to the obligations of the Resigning Agent hereunder as if such expenses were incurred in connection with the Resigning Agent’s administration of the Prior Credit Facility on the terms set forth in Section 10.4 of the Prior Credit Facility).
(aii) The Fund Each of Borrower, the Successor Agent and the Resigning Agent agrees for its mutual benefit that, to the extent requested by any of Borrower, the Successor Agent, or the Resigning Agent, it shall (x) execute, and Borrower shall take all commercially reasonable efforts to cause the provider Guarantors to execute, all documents as are reasonably requested by such party to transfer the rights and privileges of transfer agency services the Resigning Agent under the Assigned Loan Documents to the Fund Successor Agent, without recourse, representation or warranty of any kind, whether express, implied, statutory, or otherwise, and (acting y) take all actions reasonably requested by such other party to facilitate the transfer of information to the Successor Agent in connection with the Assigned Loan Documents, in each case solely at Borrower’s cost and expense. It is the intention and understanding of the parties hereto that any exchange of information under this Agreement that is otherwise protected against disclosure by privilege, doctrine or rule of confidentiality (such capacityinformation, the “Transfer AgentPrivileged Information”), which may whether before or after the effectiveness of this Agreement (I) shall not waive any applicable privilege, doctrine or rule of protection from disclosure, (II) shall not diminish the confidentiality of the Privileged Information and (III) shall not be the Fund’s administratorasserted as a waiver of any such privilege, to record on its books the ownership of such Units registered in such names and amounts as you have requested in writing doctrine or other means, as promptly as practicable after receipt rule by the Fund Resigning Agent or the Successor Agent. Notwithstanding anything to the contrary contained in this 134 Agreement, the Resigning Agent will have no obligation to deliver to the Successor Agent any commitment, fee or engagement letter between the Resigning Agent (or any of the payment therefor. The Fund will make such filings under Resigning Agent’s Affiliates) and Borrower, or any other document or instrument (other than the Investment Company Act with, and pay such fees to, Register or any Loan Document (other than the Commission as are necessary Fee Letter)) that is covered by a confidentiality arrangement that by the terms of which do not allow it to register be disclosed to the Units sold by you on behalf of the FundSuccessor Agent.
(biii) Subject to Section 8 In the event that, after the effectiveness of this Agreement, the Fund will furnish Resigning Agent receives in error any principal, interest or other amount owing to you as many conformed copies of any Lender or the Registration Statement including exhibits thereto, on each Effective DateSuccessor Agent under this Agreement, as you may reasonably request for yourself and for delivery amended hereby, or any Assigned Loan Document, or receives any instrument, agreement, report, financial statement, insurance policy, notice or other document delivered to it as a result of its former capacity as Administrative Agent under the Prior Credit Facility, the Resigning Agent agrees to promptly forward the same to the Selling Agents and, so long as delivery of Successor Agent and to hold the Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of the Prospectus and SAI as you may reasonably request for yourself and for delivery to the Selling Agents.
(c) To the extent required by applicable state law, the Fund will use its best efforts to arrange same in trust for the qualification of an appropriate amount of Units for sale under the laws of such of the ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Fund may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, Successor Agent until so forwarded; provided that the Fund Resigning Agent’s failure to forward any such instrument, agreement, report, financial statement, notice or other document shall not be required in connection herewith create any claim or as cause of action on the part of the Successor Agent against the Resigning Agent for any reason whatsoever, other than a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Fund in connection with such qualificationsclaim for specific performance.
(d) The Fund shall keep you informed in all material respects with respect to its affairs and, subject to Section 8 of this Agreement, the Fund, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Fund to its members or filed by, or on behalf of, the Fund with the Commission.
Appears in 1 contract