Services as Distributor Sample Clauses
The 'Services as Distributor' clause defines the terms under which one party acts as a distributor for another party's products or services. Typically, this clause outlines the distributor's rights and obligations, such as marketing, selling, and delivering the products within a specified territory or market segment. It may also address issues like pricing, exclusivity, and performance targets. The core function of this clause is to clearly establish the framework for the distribution relationship, ensuring both parties understand their roles and responsibilities, and to prevent disputes regarding the scope and conduct of distribution activities.
Services as Distributor. 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund a...
Services as Distributor. 1.1 Distributor will act as agent of the Fund for the distribution of the Interests covered by the registration statement of Fund then in effect under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act, and will perform the services set forth on Schedule A to this Agreement. As used in this Agreement, the term “registration statement” shall mean the registration statement of the Fund, then in effect, including Parts A (the “Prospectus”) and C of each registration statement, as filed on Form N-2, or any successor form thereto, with the Commission, together with any amendments thereto. The term “Prospectus” shall mean the then-current form of Prospectus used by the Fund, in accordance with the rules of the Commission, for delivery to shareholders and prospective shareholders after the effective dates of the above-referenced registration statement, together with any amendments and supplements thereto. The Fund will notify Distributor in advance of any proposed changes to the Prospectus. The Distributor’s distribution of the Interests will be on a “best efforts” basis.
1.2 Consistent with the Fund’s limited liability company agreement (the “LLC Agreement”), the registration statement, this Agreement and any other written understanding between the Fund and the Distributor, Distributor shall solicit orders for the sale of the Interests and may undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Fund understands that Distributor is now and may in the future be the distributor of the shares of many other investment companies or series, including investment companies having investment objectives similar to those of the Fund. The Fund further understands that shareholders and potential shareholders in the Fund may invest in shares of such other investment companies. The Fund agrees that Distributor’s duties to other investment companies shall not be deemed in conflict with its duties to the Fund under this Section 1.2.
1.3 Consistent with the understanding between the Fund and the Distributor, and subject to the last sentence of this Section 1.3, Distributor shall engage in such activities as it deems appropriate in connection with the promotion and sale of the Interests, which may include advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Prospectuses to prospective shareholders other than current shareholders, and the printing and ...
Services as Distributor. 1.1 Distributor will act as agent for the distribution of the Shares covered by the registration statement and prospectus of the Trust then in effect under the Securities Act of 1933, as amended (the "Securities Act"). As used in this Agreement, the term "registration statement" shall mean Parts A (the prospectus), B (the Statement of Additional Information) and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the Commission, together with any amendments thereto. The term "prospectus" shall mean each form of prospectus and Statement of Additional Information used by the Funds for delivery to shareholders and prospective shareholders after the effective dates of the above referenced registration statements, together with any amendments and supplements thereto.
Services as Distributor. 1.1 Distributor will act as agent of Trust on behalf of each Fund for the distribution of the Shares covered by the registration statement of Trust then in effect under the Securities Act of 1933, as amended (the "Securities Act") and the 1940 Act. As used in this Agreement, the term "registration statement" shall mean the registration statement of the Trust and any amendments thereto, then in effect, including Parts A (the Prospectus), B (the Statement of Additional Information) and C of each registration statement, as filed on Form N-1A, or any successor thereto, with the Commission, together with any amendments thereto. The term "Prospectus" shall mean the then-current form of Prospectus and Statement of Additional Information used by the Funds, in accordance with the rules of the Commission, for delivery to shareholders and prospective shareholders after the effective dates of the above-referenced registration statements, together with any amendments and supplements thereto.
Services as Distributor. 1.1 Counsellors Securities will act as agent for the distribution of the Common Shares and Advisor Shares covered by the Fund's registration statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the registration statement, together with the prospectuses (the "prospectus") and statement of additional information (the "statement of additional information") included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the "registration statement").
1.2 Counsellors Securities agrees to use appropriate efforts to solicit orders for the sale of the Common Shares and Advisor Shares at such prices and on the terms and conditions set forth in the registration statement and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation.
1.3 All activities by Counsellors Securities as distributor of the Common Shares and Advisor Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission (the "SEC") or by any securities association registered under the Securities Exchange Act of 1934, as amended.
1.4 Counsellors Securities agrees to (a) provide one or more persons during normal business hours to respond to telephone questions concerning the Fund and its performance, (b) provide prospectuses of other funds advised by Warburg, ▇▇▇▇▇▇ Counsellors, Inc. to shareholders considering exercising the exchange privilege and (c) perform such other services as are described in the registration statement and in the Shareholder Servicing and Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"), each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1") to be performed by Counsellors Securities, without limitation, distributing and receiving subscription order forms and receiving written redemption requests.
1.5 Pursuant to the 12b-1 Plan, the Fund will pay Counsellors Securities on the first business day of each quarter a fee for the previous quarter calculated at an annual rate of .25%...
Services as Distributor. 1.1. The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Trust's Board of Trustees and the Trust's registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by it for the purchase or redemption of Shares to the Trust or its transfer agent.
1.2. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with such solicitation. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment Company portfolios ("Portfolios") including Portfolios having investment objectives similar to those of the Funds. The Trust further understands that existing and future investors in the Funds may invest in shares of such other Portfolios. The Trust agrees that the Distributor's duties to such Portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. The Distributor shall be responsible for reviewing and providing advice and counsel on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds. In addition, the Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds.
1.4. All activities by the Distributor and its agents and employees as distributor of Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940 ("1940 Act") by the Securities and Exchange Commission (the "SEC") or any securities association registered under the Securities Exchange Act of 1934.
1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust's officers may decline to accept any orders for, or make ...
Services as Distributor. 1.1 The Distributor shall use reasonable efforts to promote the Company and to solicit orders for the purchase of Shares and shall undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Distributor shall be the exclusive distributor of the Shares. The Distributor shall sell the Shares only at the offering price at the time of such sale (computed in the manner described in the Funds' then effective prospectus), and the Funds shall receive not less than the full net asset value per share for all the Shares sold. No sales charge shall be imposed on sales of any Shares. The Company agrees, provided that the Shares may be legally issued, to fill all orders confirmed by the Distributor in accordance with the provisions of this Agreement.
1.2 The Distributor shall conduct the offering of Shares and other activities pursuant hereto in strict accordance with the Registration Statement and the applicable requirements of the Articles of Incorporation and the By-Laws of the Company, as each may be from time to time amended, and in strict accordance with all applicable state and federal statutes, rules and regulations, including in particular, the Investment Company Act of 1940 as amended (the "1940 Act"), the Securities Act of 1933 as amended (the "Securities Act"), the Securities Exchange Act of 1934 as amended (the "Exchange Act"), the rules and regulations of the Securities Exchange Commission promulgated under the 1940 Act, the Securities Act and the Exchange Act, the applicable rules and regulations of any securities association registered under the Exchange Act, and all applicable state Blue Sky laws, rules and regulations.
1.3 The Distributor shall transmit any orders received by it for purchase or redemption of Shares to the Company's transfer agent and custodian, process inquiries from stockholders and communicate with the Company and transfer agent on behalf of stockholders.
1.4 The Distributor shall bear all its expenses in connection with the performance of this Agreement, including, but not limited to, the printing and distribution of prospectuses included in the Registration Statement as defined below to stockholders other than to existing stockholders and shall receive no reimbursement or compensation in connection therewith from the Company therefor.
Services as Distributor. 1.1 S▇▇▇▇▇▇ ▇▇▇▇▇ Barney will act as agent for the distribution of Shares covered by the registration statement, including the prospectus and statement of additional information, then in effect under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act").
Services as Distributor. 1.1. Distributor will act as agent for the distribution of the Shares covered by the registration statement and prospectus of the Trust in effect under the Securities Act of 1933, as amended.
1.2. Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Trust understands that Distributor may, in the future, be the distributor of the shares of several investment companies or series (together, “Companies”), including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that Distributor’s duties to such Companies shall not be deemed to be in conflict with its duties to the Trust under this paragraph 1.2. Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature.
1.3. All activities by Distributor and its partners, agents, and employees as distributor of the Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940 by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934.
1.4. Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Trust.
1.5. Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Funds.
1.6. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.
1.7. Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others....
Services as Distributor. 1.1. The Distributor agrees to use appropriate efforts to promote each Fund and to solicit orders for the purchase of Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such portfolio shall become a Fund and its Class B shares shall become Shares hereunder.
1.2. All activities by the Distributor and its agents and employees as the distributor of Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended.