Sale of Creation Units; Services Clause Samples

The 'Sale of Creation Units; Services' clause defines the terms under which specific units—often in the context of investment funds or exchange-traded products—are created and sold, as well as the related services provided by the parties involved. This clause typically outlines the process for purchasing or redeeming these units, the responsibilities of each party in facilitating such transactions, and any associated fees or operational requirements. Its core function is to establish a clear framework for the issuance and servicing of creation units, thereby ensuring efficient operations and minimizing disputes regarding the sale and management of these units.
Sale of Creation Units; Services. The Trust grants to the Distributor the right to sell Creation Units of each Fund listed in Schedule A hereto as the same may be amended from time to time upon mutual agreement of the parties, on the terms and during the term of this Agreement and subject to the registration requirements of the 1933 Act and the rules and regulations of the SEC, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.
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Sale of Creation Units; Services. (a) The Trust grants to the Distributor the exclusive right to sell Creation Units of each Fund listed on Schedule B hereto, on the terms and during the term of this Agreement and subject to the registration requirements of the 1933 Act and the rules and regulations of the SEC, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder. Without limiting the foregoing, the Distributor shall perform the distribution services and shall perform the marketing services set forth in Schedule A. The Trust acknowledges and agrees that Distributor is and may in the future distribute shares of other investment companies including investment companies having investment objectives similar to those of the Funds. The Trust further understands that existing and future investors in a Fund may invest in shares of such other investment companies. The Trust agrees that the services that Distributor provides to such other investment companies shall not be deemed in conflict with its duties to the Fund under this Agreement. (b) Duties of the Distributor a. The Distributor agrees that at the request of the Trust, the Distributor shall enter into certain agreements (“Participant Agreements”) between and among DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“Authorized Participants”), the Distributor and the transfer agent (as applicable), for the purchase of Creation Units of a Fund. b. The Distributor shall consult with the Trust or its agent with respect to the production and printing of prospectuses to be used in connection with creations by Authorized Participants of Creation Units. The Distributor will generally make it known in the brokerage community that Funds’ prospectuses and statements of additional information (“SAI”) are available, including by (i) advising the Listing Exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated with printing prospectuses, SAIs and other such materials. c. The Distributor shall review and approve all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as necessary or appropriate. All such sales and marketing mat...
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Sale of Creation Units; Services. (a) The Trust grants to the Distributor the exclusive right to sell Creation Units of each Fund listed on Schedule B hereto, on the terms and during the term of this Agreement and subject to the registration requirements of the 1933 Act and the rules and regulations of the SEC, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder. Without limiting the foregoing, the Distributor shall perform the distribution services and shall perform the marketing services set forth in Schedule A. The Trust acknowledges and agrees that Distributor is and may in the future distribute shares of other investment companies including investment companies having investment objectives similar to those of the Funds. The Trust further understands that existing and future investors in a Fund may invest in shares of such other investment companies. The Trust agrees that the services that Distributor provides to such other investment companies shall not be deemed in conflict with its duties to the Fund under this Agreement.
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Sale of Creation Units; Services. The Trust grants to the Distributor the right to sell Creation Units of each Fund listed in Schedule A hereto as the same may be amended from time to time upon mutual agreement of the parties, on the terms and during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder. The Distributor shall at all times act in good faith and exercise reasonable care and due diligence in the performance of its duties under this Agreement. The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond the Distributor’s reasonable control, except a loss arising out of or relating to the Distributor’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. The Distributor shall provide the following services to each Fund:
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Related to Sale of Creation Units; Services

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase and Sale of the Private Placement Units On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 355,000 Private Placement Units at a price of $10.00 per unit for an aggregate purchase price of $3,550,000 (the “Purchase Price”), which shall be deposited into an account for the benefit of the Company at least three business days prior to the effective date of the registration statement (“Registration Statement”) relating to the Public Offering (the “Funding Date”) and paid to the Company on the IPO Closing Date. On the IPO Closing Date, the Company shall either, at its option, deliver certificates evidencing the Private Placement Units purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 33,281 Private Placement Units, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $10.00 per unit for an aggregate purchase price of up to $332,810 (if the over- allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be deposited into an account for the benefit of the Company by the Funding Date and paid to the Company on the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Units purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. Any unused portion of the Over-allotment Purchase Price shall be returned to the Purchaser following the Over-allotment Closing Date.