|
|
|
|
Document Preview Underwriting Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Underwriting Agreement |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
43KB total |
|||
|
Price: |
$43 |
|||
|
ID: |
#2863792 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
UNDERWRITING AGREEMENT
Between
NORTHERN LIGHTS VARIABLE TRUST
and
AQUARIUS FUND DISTRIBUTORS, LLC
INDEX
1. APPOINTMENT OF AFD AND DELIVERY OF DOCUMENTS
4. REPURCHASE OR REDEMPTION OF SHARES BY THE TRUST
5. DUTIES AND REPRESENTATIONS OF AFD
6. DUTIES AND REPRESENTATIONS OF THE TRUST
7. INDEMNIFICATION OF AFD BY THE TRUST
8. INDEMNIFICATION OF THE TRUST BY AFD
11. SELECTED DEALER AND SELECTED AGENT AGREEMENTS
13. EFFECTIVENESS AND DURATION
Schedule B-3
Schedule C
UNDERWRITING AGREEMENT
AGREEMENT made this 7th day of May 2007, by and between NORTHERN LIGHTS VARIABLE TRUST, a Delaware statutory trust, having its principal office and place of business at 450 Wireless Blvd., Hauppauge, NY 11788 (the Trust), and AQUARIUS FUND DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (AFD).
WHEREAS, the Trust is offering shares of beneficial interest (the Shares) in separate investment portfolios as set forth on Schedule A (each a Fund), and each a series of the Trust.
WHEREAS, the Trust is an open-end management investment company registered with the United States Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, AFD is registered under the Securities Exchange Act of 1934, as amended ("1934 Act"), as a broker-dealer and is engaged in the business of selling shares of registered investment companies either directly to purchasers or through other financial intermediaries; and
WHEREAS, the Trust desires that AFD offer, as principal underwriter, the Shares of the Funds to the public and AFD is willing to provide those services on the terms and conditions set forth in this Agreement in order to promote the growth of the Funds and facilitate the distribution of the Shares;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the Trust and AFD hereby agree as follows:
1.
APPOINTMENT OF AFD AND DELIVERY OF DOCUMENTS
(a)
The Trust hereby appoints AFD, and AFD hereby agrees, to act as distributor of the Shares of the Funds for the period and on the terms set forth in this Agreement. In connection therewith, the Funds have delivered to AFD current copies of:
(i)
the Trusts Agreement and Declaration of Trust and By-laws (Organic Documents);
(ii)
the Trusts current Registration Statement;
(iii)
the Trusts notification of registration under the 1940 Act on Form N-8A as filed with the SEC;
(iv)
the Trusts current Prospectus and Statement of Additional Information (as currently in effect and as amended or supplemented, the Prospectus);
(v)
any current plan of distribution or similar document adopted by the Funds under Rule 12b-1 under the 1940 Act (Plan) and each current shareholder service plan or similar document adopted by the Trust (Service Plan).
(a)
The Trust shall promptly furnish AFD with:
(i)
all amendments of or supplements to the foregoing; and
(ii)
a copy of the resolution of the Board appointing AFD and authorizing the execution and delivery of this Agreement.
2.
EXCLUSIVE NATURE OF DUTIES
(a)
AFD shall be the exclusive representative of the Funds to act as distributor of the Funds except that the rights given under this Agreement to AFD shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or class thereof; (ii) the Trusts acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by the Funds shareholders of dividends or other distributions; or (iv) any other offering by the Funds of securities to its shareholders (collectively "exempt transactions").
(b)
Notwithstanding the foregoing, AFD is and may in the future distribute shares of other investment companies including investment companies having investment objectives similar to those of the Funds. The Funds further understand that existing and future investors in the Funds may invest in shares of such other investment companies. The Funds agree that the services that AFD provides to such other investment companies shall not be deemed in conflict with its duties to the Funds under this Agreement.
3.
OFFERING OF SHARES
(a)
AFD shall have the right to buy from the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with AFD by investors or selected dealers or selected agents (each as defined in Section 11 hereof) acting as agent for their customers or on their own behalf. Alternatively, AFD may act as the Funds agent, to offer, and to solicit offers to subscribe to, Shares of the Funds.
(b)
The price that AFD shall pay for Shares purchased from the Funds shall be the NAV used in determining the Public Offering Price on which the orders are based. Shares purchased by AFD are to be resold by AFD to investors at the respective Public Offering Price(s), or to selected dealers or selected agents acting in accordance with the terms of selected dealer or selected agent agreements described in Section 11 of this Agreement. The Funds will advise AFD of the NAV(s) each time that it is determined by the Funds, or its designated agent, and at such other times as AFD may reasonably request.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us