Duties as Distributor Clause Samples

Duties as Distributor. ISI agrees that all solicitations for subscriptions for Shares shall be made in accordance with the Fund's Articles of Incorporation and By-Laws, and its then current Registration Statement, Prospectus and Statement of Additional Information, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any state or other jurisdiction in which solicitations are then being made. In carrying out its obligations hereunder, ISI shall undertake the following actions and responsibilities: (a) receive orders for the purchase of Shares, accept or reject such orders on behalf of the Fund in accordance with the currently effective Prospectus for the Shares and the Fund's Statement of Additional Information and transmit such orders as are so accepted to the Fund's transfer agent as promptly as possible; (b) receive requests for redemption from holders of Shares and transmit such redemption requests to the Fund's transfer agent as promptly as possible; (c) respond to inquiries from the Fund's shareholders concerning the status of their accounts with the Fund; (d) provide to the Fund's Treasurer, at least quarterly, a written report of the amounts expended in connection with all distribution services rendered pursuant to this Agreement, including an explanation of the purposes for which such expenditures were made; and (e) take, on behalf of the Fund, all actions deemed necessary to carry into effect the distribution of the Shares and perform such other administrative duties with respect to the Shares as the Fund's Board of Directors may require.
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Duties as Distributor. GAM Services shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as distributor of the Fund's Class D Shares. In carrying out its obligations hereunder, GAM Services shall: (a) receive orders for the purchase of the Fund's Class D Shares, accept or reject such orders on behalf of the Fund in accordance with the Fund's currently effective Prospectus and SAI and transmit such orders as are so accepted to the Fund's transfer agent as promptly as possible; (b) receive requests for redemption from holders of the Fund's Class D Shares and transmit such redemption requests to the Fund's transfer agent as promptly as possible; and (c) respond to inquiries from the Fund's Class D shareholders concerning the status of their accounts with the Fund.
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Duties as Distributor. The following provisions shall apply to the Distributor’s obligations as distributor under this Agreement: (a) The Fund agrees to sell Shares of each of the Portfolios through the Distributor, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s then current prospectus(es) and Statement(s) of Additional Information as amended from time to time (collectively, the “Prospectus”). Such sales may, however, be suspended whenever in the judgment of the Fund it is in its best interests to do so; (b) The Distributor will arrange for the receipt of orders for the purchase of Shares of each Portfolio and will (and shall have the authority to) arrange for the receipt and acceptance or rejection of such orders on behalf of the Fund in accordance with the provisions of the Prospectus; (c) The Distributor shall not be obligated to sell any certain number of Shares of any Portfolio; (d) In performing its duties hereunder, the Distributor shall act in conformity with the Fund’s Second Amended and Restated Declaration of Trust dated August 19, 2011 as amended from time to time (the “Trust Agreement”), the Fund’s Amended and Restated By-Laws dated August 19, 2011 as amended from time to time (the “By-Laws”), the Prospectus and the Fund’s Registration Statement on Form N-1A with respect to the Portfolios as amended from time to time (the “Registration Statement”) and with the instructions and directions of the Trustees of the Fund, and will use its best efforts to comply with and conform to the requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Investment Advisers Act of 1940, as amended, the Financial Industry Regulatory Authority, Inc., and all other applicable federal and state laws, regulations and rulings; and (e) The services of the Distributor hereunder are not deemed exclusive and the Distributor shall be free to render similar services to others so long as the Distributor’s services hereunder are not impaired thereby.
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Duties as Distributor. ISI agrees that all solicitations for subscriptions for Shares shall be made in accordance with the Fund's Articles of Incorporation and By-Laws, and its then current Registration Statement, Prospectus and Statement of Additional Information, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any state or other jurisdiction in which solicitations are then being made. In carrying out its obligations hereunder, ISI shall undertake the following actions and responsibilities: (a) provide to the Fund's Treasurer, at least quarterly, a written report of the amounts expended in connection with all distribution services rendered pursuant to this Agreement, including an explanation of the purposes for which such expenditures were made; and (b) take, on behalf of the Fund, all actions deemed necessary to carry into effect the distribution of the Shares and perform such other administrative duties with respect to the Shares as the Fund's Board of Directors may require.
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Duties as Distributor. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Class Shares, and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Distributor agrees that all solicitations for subscriptions to Class Shares shall be made in accordance with the Charter, the Registration Statement and the By-Laws, to the extent such documents have been provided to the Distributor, and in accordance with the Prospectus and the SAI, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any state or other jurisdiction in which solicitations are then being made, or of any rules and regulations made or adopted by duly authorized agencies thereunder, including without limitation those promulgated by the Securities and Exchange Commission (the "SEC"); provided that the Distributor shall not be deemed to have violated any state securities laws if it has acted in good faith and in accordance with the Blue Sky Report. In carrying out its obligations hereunder, the Distributor shall: (a) provide to the Fund's Board of Directors, at least quarterly, a written report of the amounts expended in connection with all distribution services rendered pursuant to this Agreement, including an explanation of the purposes (such as commissions, advertising, printing, interest, carrying charges and any allocated overhead expenses) for which such expenditures were made; (b) monitor the arrangements pertaining to the Fund's Shareholder Servicing Agreements ("Servicing Agreements") with shareholders of record, other than broker/dealers, that are banks that are affiliated with PNC Financial Corp ("Service Organizations"), including among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with the Fund to ensure that such entities are banks affiliated with PNC Financial Corp and that they are capable of performing their duties as set forth in the Servicing Agreements, assisting in the execution and delivery of Servicing Agreements, reporting to the Board of Directors with respect to the amounts paid or payable by the Fund from time to time under its Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with its monitoring duties; and (c) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into ef...
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Duties as Distributor. The Broker shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as Distributor. The Broker will act as Distributor subject to the supervision of the Fund's Board of Directors and the following understanding: (I) nothing herein contained shall be deemed to relieve or deprive the Board of Directors of the Fund of its responsibility for and control of the conduct of the Fund's affairs; and (ii) in all matters relating to the performance of this Agreement, the Broker will act in conformity with the Articles, By-laws and Prospectus and SAI of the Fund and with the instructions and directions of the Fund's Board of Directors and will conform to and comply with the requirements of the 1940 Act and all other applicable Federal or state laws and regulations. In carrying out its obligations hereunder, the Broker shall: (a) receive orders for the purchase of the Series Shares, accept or reject such orders on behalf of the Fund in accordance with the Fund's currently effective Prospectus and SAI and transmit such orders as are so accepted to the Fund's or its transfer agent as promptly as possible;
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Duties as Distributor. AFC agrees that all solicitations for subscriptions for Shares of the Fund shall be made in accordance with the Fund's Declaration of Trust and By-Laws, and its then current Registration Statement, Prospectus and Statement of Additional Information, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any State or other jurisdiction in which solicitations are then
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Duties as Distributor. Except as otherwise provided herein, the Fund agrees to offer and sell Shares through PaineWebber from time to time during the term of this Contract (whether authorized but unissued or treasury shares, in the Fund's sole discretion) at the current offering price as described in the Prospectus. PaineWebber will act only in its own behalf as principal in making agreements with selected dealers or others and will offer and sell the Shares subject to the following understanding. In all matters relating to the offer and sale of Shares, PaineWebber will act in conformity with the Articles of Incorporation, By-Laws and the Prospectus and Statement of Additional Information of the Fund and will conform to and comply with the requirements of the Securities Act of 1933, the 1940 Act and all other applicable Federal or state laws and regulations.
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Related to Duties as Distributor

  • Duties as Sub-Adviser (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that it will not consult with any other sub-adviser ("Other Sub-Adviser") for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other Sub-Adviser, or its affiliate, is the principal underwriter. (c) The Sub-Adviser agrees that it will be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser further agrees that it will adopt written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and that shall be acceptable to the Board. The Sub-Adviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period ending June 30, or such other period as the Board may designate, in a format that shall comply with the 1940 Act and that shall be acceptable to the Board. (d) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Portfolio or Segment, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio or Segment and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits to the Portfolio or Segment over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio or Segment and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-Adviser's obligations to seek best execution, UBS Global AM agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Portfolio and the Trust with any broker-dealer deemed to be an affiliate of the Sub-Adviser (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global AM, the Portfolio or the Trust.

  • Duties as Investment Adviser (a) Subject to the supervision and direction of the Trust’s Board of Trustees (“Board”), Invesco PowerShares Capital Management will provide a continuous investment program for each Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. Invesco PowerShares Capital Management will determine, from time to time, what securities and other investments will be purchased, retained or sold by the Fund. Invesco PowerShares Capital Management shall initially determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to such Fund’s benchmark index in exchange for creation units for each Fund and the securities that will be applicable that day to redemption requests received for such Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations). (b) Invesco PowerShares Capital Management agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Fund, Invesco PowerShares Capital Management may, in its discretion, use brokers who provide Invesco PowerShares Capital Management with research, analysis, advice and similar services, and Invesco PowerShares Capital Management may cause a Fund to pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Invesco PowerShares Capital Management’s determining in good faith that such commission is reasonable in relation to the research and execution services received. In no instance will portfolio securities be purchased from or sold to Invesco PowerShares Capital Management, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Invesco PowerShares Capital Management may aggregate sales and purchase orders with respect to the assets of the Funds with similar orders being made simultaneously for other accounts advised by Invesco PowerShares Capital Management or its affiliates. Whenever Invesco PowerShares Capital Management simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by Invesco PowerShares Capital Management, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable, over time, to each account. The Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Funds. (c) Invesco PowerShares Capital Management will oversee the maintenance of all books and records with respect to the securities transactions of each Fund, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Invesco PowerShares Capital Management hereby agrees that all records which it maintains for the Funds are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Funds upon request by the Trust. (d) Invesco PowerShares Capital Management will oversee the computation of the net asset value and the net income of each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended, and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. (e) The Trust hereby authorizes Invesco PowerShares Capital Management and any entity or person associated with Invesco PowerShares Capital Management which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and the rules thereunder, and the Trust hereby consents to the retention of compensation by Invesco PowerShares Capital Management or any person or entity associated with Invesco PowerShares Capital Management for such transaction.

  • Duties of Sub Advisor In carrying out its obligations under Section 1 hereof, the Sub-Advisor shall: (a) provide the Fund with such executive, administrative and clerical services as are deemed advisable by the Fund's Board of Directors; (b) determine which issuers and securities shall be represented in the Fund's portfolio and regularly report thereon to the Fund's Board of Directors; (c) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Fund's Board of Directors; (d) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into effect such purchase and sale programs as aforesaid, including the placing of orders for the purchase and sale of securities of the Fund; and (e) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Fund, and whether concerning the individual issuers whose securities are included in the Fund's portfolio or the activities in which they engage, or with respect to securities which the Advisor considers desirable for inclusion in the Fund's portfolio.

  • Duties of Sub Adviser The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.