Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Fee Schedule attached hereto and in such respective Fund’s then-current Prospectus. (b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus. (c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources. (d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement. (e) In the event that Rule 2830 of the FINRA Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable. (f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI. (g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption. (h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon. (i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment. (j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 4 contracts
Sources: Shareholder Servicing Agreement (ALPS Series Trust), Shareholder Servicing Agreement (ALPS Series Trust), Shareholder Servicing Agreement (Financial Investors Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Fee Schedule attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 3 contracts
Sources: Shareholder Servicing Agreement (Financial Investors Trust), Shareholder Servicing Agreement (Financial Investors Trust), Shareholder Servicing Agreement (Financial Investors Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA NASD Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 3 contracts
Sources: Shareholder Servicing Agreement (Transparent Value Trust), Shareholder Servicing Agreement (Transparent Value Trust), Shareholder Servicing Agreement (Transparent Value Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus and/or SAI or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”). Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule attached hereto (“Fee Schedule”) and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus. With respect to shares subject to a CDSC, ADI will pay the Servicer the applicable percentage of any advance commission in the amount and manner set forth in the then-current Prospectus and applicable Fee Schedule. If at any time during the applicable holding period to which the CDSC applies, as described in the then-current Prospectus, Servicer no longer satisfies the conditions requisite as to receive advance commissions from ADI on shares subject to a CDSC as described in the then-current Prospectus, Servicer agrees to pay ADI the amount of CDSC that would have been payable upon the redemption of such shares.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. Compensation paid, if any, pursuant to a Rule 12b-1 Plan for providing administrative services with respect to certain classes of a Fund’s shares, and pursuant to a Shareholder Services Plan for providing shareholder services with respect to certain classes of a Fund’s shares, are described in the Fee Schedule and in such respective Fund’s then-current Prospectus. The Servicer will only receive the administrative services fee as set forth in the Fee Schedule if it earned at least $10 in compensation during the time period for which such fees are payable, as provided in the Fee Schedule. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s its own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, no less frequently than quarterly such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that FINRA Conduct Rule 2830 of the FINRA Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s Fund shares (that are subject to the previous sentence) to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer also waives any claim for any compensation not yet received. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a PlanPlan under Rule 12b-1 under the 1940 Act, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are is approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer it will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, provisions regarding compensationcompensation for administrative services, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 2 contracts
Sources: Shareholder Servicing Agreement (Wilmington Funds), Shareholder Servicing Agreement (Wilmington Funds)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s 's sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s 's shares is described in Agreement Fee Schedule ("Fee Schedule") attached hereto and in such respective Fund’s 's then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“"CDSC”") on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s 's shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ ' Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s 's own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s 's Board of Directors/Trustees (“"Company’s 's Board”") with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA NASD Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s 's original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s 's customers with respect to redeemed or repurchased Fund’s 's shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s 's Board, including a majority of the Company’s 's Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s 's Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s 's outstanding shares, on sixty (60) days’ ' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇1▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s 's applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s 's class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; records, and (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Fund’s Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven 7 business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten 10 days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇1▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the partiesparties hereto. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(ji) This If there is a Plan, this Agreement’s applicable provisions, provisions regarding compensation, if any, compensation have been adopted pursuant to Rule 12b-1 under the 1940 Act by a the Fund’s respective class that may have has adopted a Plan, under its respective such Plan.
Appears in 1 contract
Sources: Shareholder Servicing Selling Agreement (ALPS Series Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇1▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This If there is a Plan, this Agreement’s applicable provisions, provisions regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a the Fund’s respective class that may have has adopted a Plan, under its respective such Plan.
Appears in 1 contract
Sources: Shareholder Servicing Agreement (Heartland Group Inc)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in this Agreement in the Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of certain shares of a FundFund redeemed during the time period specified in the then-current Prospectus, as subject to the purchase dollar amount threshold and other conditions described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records andrecords; and (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor, the Company or Company the Fund’s adviser may, to the extent permitted by applicable law, elect to make payments to Servicer from eithereach entity’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI the Distributor for the account of such Fund or are tendered for redemption by the customercustomer in accordance with a repurchase offer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten business days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇1▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the partiesparties hereto. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, concessions or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Sources: Shareholder Servicer Selling Agreement (Opportunistic Credit Interval Fund)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA NASD Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Sources: Shareholder Servicing Agreement (Financial Investors Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA National Association of Securities Dealers, Inc. (“NASD”) Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇1▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI APSD and in effect at the time of ADI APSD sale to Servicer. Upon written notice to Servicer, ADIAPSD, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Fee Schedule attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI APSD is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI APSD may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI APSD reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI APSD from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI APSD is paid from proceeds paid to ADI APSD by a Fund pursuant to its Plan, and to the extent ADI APSD does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI APSD or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.. 2015-07-AAI-C▇▇▇▇▇ 4
(d) Servicer shall furnish to ADI APSD or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA Conduct Rules precludes a Fund or class thereof from imposing, or ADI APSD from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI APSD hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIAPSD, if applicable.
(f) ADI APSD may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI APSD in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI APSD determines that another authorized selling agent of ADI APSD is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI APSD will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIAPSD.
(g) If, within seven business days after confirmation by ADI APSD of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI APSD for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI APSD the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI APSD of such repurchase or redemption within ten days of such repurchase or redemption.. 2015-07-AAI-C▇▇▇▇▇ 5
(h) The provisions of the Distribution Agreement between the Company and ADIAPSD, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇1▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIAPSD, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI APSD of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Sources: Shareholder Servicing Agreement (Clough Funds Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of certain shares of a FundFund redeemed during the time period specified in the then-current Prospectus, as subject to the purchase dollar amount threshold and other conditions described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records andrecords; and (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI the Distributor for the account of such Fund or are tendered for redemption by the customercustomer in accordance with a repurchase offer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten business days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇1940 Act) of this Agreement unless agreed to in writing by the partiesparties hereto. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, concessions or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Sources: Shareholder Servicer Selling Agreement (List Income Opportunities Fund)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.. 2019-06-FIT GP
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; records, and (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Fund’s Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven 7 business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten 10 days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the partiesparties hereto. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.. 2019-06-FIT GP
(ji) This If there is a Plan, this Agreement’s applicable provisions, provisions regarding compensation, if any, compensation have been adopted pursuant to Rule 12b-1 under the 1940 Act by a the Fund’s respective class that may have has adopted a Plan, under its respective such Plan.
Appears in 1 contract
Sources: Shareholder Servicing Selling Agreement (Financial Investors Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; records, and (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Fund’s Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven 7 business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten 10 days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the partiesparties hereto. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(ji) This If there is a Plan, this Agreement’s applicable provisions, provisions regarding compensation, if any, compensation have been adopted pursuant to Rule 12b-1 under the 1940 Act by a the Fund’s respective class that may have has adopted a Plan, under its respective such Plan.
Appears in 1 contract
Sources: Shareholder Servicing Selling Agreement (Brandes Investment Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA NASD Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven 7 business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten 10 days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(ji) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇-▇▇-▇▇▇ ▇▇▇
(b▇) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; records, and (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Fund’s Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven 7 business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten 10 days of such repurchase or redemption.. 2020-06-FIT AAI
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the partiesparties hereto. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(ji) This If there is a Plan, this Agreement’s applicable provisions, provisions regarding compensation, if any, compensation have been adopted pursuant to Rule 12b-1 under the 1940 Act by a the Fund’s respective class that may have has adopted a Plan, under its respective such Plan.
Appears in 1 contract
Sources: Shareholder Servicing Selling Agreement (Financial Investors Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s 's sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s 's shares is described in Agreement Fee Schedule ("Fee Schedule") attached hereto and in such respective Fund’s 's then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“"CDSC”") on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s 's shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ ' Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s 's own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s 's Board of Directors/Trustees (“"Company’s 's Board”") with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA NASD Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s 's original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s 's customers with respect to redeemed or repurchased Fund’s 's shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s 's Board, including a majority of the Company’s 's Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s 's Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s 's outstanding shares, on sixty (60) days’ ' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s 's applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s 's class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of certain shares of a FundFund redeemed during the time period specified in the then-current Prospectus, as subject to the purchase dollar amount threshold and other conditions described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records andrecords; and (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI the Distributor for the account of such Fund or are tendered for redemption by the customercustomer in accordance with a repurchase offer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten business days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the partiesparties hereto. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, concessions or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Sources: Shareholder Servicer Selling Agreement (Broadstone Real Estate Access Fund)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA NASD Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Sources: Shareholder Servicing Agreement (Heartland Group Inc)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI the Distributor and in effect at the time of ADI the Distributor sale to Servicer. Upon written notice to Servicer, ADIthe Distributor, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI The Distributor is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI the Distributor may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI the Distributor reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI the Distributor from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI the Distributor is paid from proceeds paid to ADI the Distributor by a Fund pursuant to its Plan, and to the extent ADI the Distributor does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI the Distributor or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI the Distributor or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA FINRA’s Conduct Rules precludes a Fund or class thereof from imposing, or ADI the Distributor from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI the Distributor hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADIthe Distributor, if applicable.
(f) ADI The Distributor may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI the Distributor in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI the Distributor determines that another authorized selling agent of ADI the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADIthe Distributor.
(g) If, within seven business days after confirmation by ADI the Distributor of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI Distributor for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the Distributor the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI the Distributor of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADIthe Distributor, insofar as they relate to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADIthe Distributor, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI the Distributor of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This If there is a Plan this Agreement’s applicable provisions, provisions regarding compensation, if any, compensation have been adopted pursuant to Rule 12b-1 under the 1940 Act by a the Fund’s respective class that may have has adopted a Plan, under its respective such Plan.
Appears in 1 contract
Sources: Shareholder Servicing Agreement (Century Capital Management Trust)
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and described in effect at Agreement Fee Schedule (“Fee Schedule” or “Schedule B”) attached hereto. As consideration for the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales services rendered by Servicer hereunder, the Adviser shall pay Servicer fees calculated and paid in accordance with Schedule B. Except as otherwise provided in this Agreement, each party shall bear all expenses incidental to the performance of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Fee Schedule attached hereto and in such respective Fund’s then-current Prospectusits obligations under this Agreement.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution-related, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 2341 of the FINRA NASD Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 28302341) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven 7 business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer shall be notified by ADI of such repurchase or redemption within ten 10 days of such repurchase or redemption.
(h) The provisions of the Distribution under this Agreement between the Company and ADI, insofar as they relate relating to a Plan, are incorporated herein by reference. The provisions under this Agreement, relating to a Planincluding compensation payable thereunder, shall continue in full force and effect only so long as the continuance of a Plan and is approved at least annually in accordance with the 1940 Act. The Distributor will not be obligated to make payments to Servicer unless the Distributor has received an authorized payment from the applicable Fund. The provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by in accordance with the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice1940 Act, without payment of any penalty. Such provisions will also be terminated also by any act that terminates this Agreement and shall will terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. parties After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Adviser, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(ji) This Agreement’s applicable provisions, regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract
Servicer Compensation. (a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933. Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule (“Fee Schedule”) attached hereto and in such respective Fund’s then-current Prospectus.
(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus. With respect to shares subject to a CDSC, ADI will pay the Servicer the applicable percentage of any advance commission in the amount and manner set forth in the then-current Prospectus and applicable Agreement Fee Schedule attached hereto (“Fee Schedule”). If at any time during the applicable CSCS holding period, as described in the then-current Prospectus, Servicer no longer satisfies the conditions requisite as to receive advance commissions from ADI on shares subject to a CDSC as described in the then-current Prospectus, Servicer agrees to pay ADI the amount of CDSC that would have been payable upon the redemption of such shares.
(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: (i) answering inquiries inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records and; (ii) services that ADI reasonably may request, to the extent permitted by applicable statute, rule, or regulation to provide administrative, distribution, or marketing services in the promotion of a Fund’s shares. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. Compensation paid, if any, pursuant to a Rule 12b-1 Plan for providing administrative services with respect to certain classes of a Fund’s shares, and pursuant to a Shareholder Services Plan for providing shareholder services with respect to certain classes of a Fund’s shares, are described in the Fee Schedule and in such respective Fund’s then-current Prospectus. The Servicer will only receive the administrative services fee as set forth in the Fee Schedule if it has over $40,000 in average net Fund assets during the the time period for which such fees are payable, as provided in the Fee Schedule.The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI or Company may, to the extent permitted by applicable law, elect to make payments to Servicer from either’s own resources.
(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, no less frequently than quarterly such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.
(e) In the event that Rule 2830 of the FINRA Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.
(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.
(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund’s shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer also waives any claim for any compensation not yet received. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.
(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a PlanPlan under Rule 12b-1 under the 1940 Act, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect only so long as the continuance of a Plan and the provisions of this Agreement are approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.
(i) The provisions regarding Servicer compensation may be terminated by the vote of a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of a Plan or in any agreements related to a Plan, or by a vote of a majority of a Fund’s outstanding shares, on sixty (60) days’ written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement unless agreed to in writing by the parties. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that Servicer will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Servicer will promptly remit such overpayment.
(j) This Agreement’s applicable provisions, provisions regarding compensationcompensation for administrative services, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.
Appears in 1 contract