Maryland Distribution Agreement is a legally binding contract that outlines the terms and conditions for the continuous offering of a trust's transferable shares of beneficial interest. This agreement sets forth the rights and obligations of the parties involved in the distribution process, ensuring a transparent and standardized approach. This agreement is designed to comply with Maryland state laws and regulations governing securities offerings. It provides a framework for the ongoing sale and distribution of the trust's transferable shares to potential investors. By establishing clear guidelines, the Maryland Distribution Agreement helps maintain investor confidence and protects the interests of all parties. Key elements typically included in a Maryland Distribution Agreement are: 1. Parties Involved: The agreement identifies the trust, its management company, and any other entities involved in the offering and distribution process. This could include underwriters, broker-dealers, and selling agents. 2. Offer Terms: The agreement specifies the terms of the offering, such as the price per share, the minimum initial investment required, and any applicable sales charges or commissions. 3. Registration and Compliance: The agreement ensures compliance with state and federal securities laws by outlining the registration process, disclosure requirements, and reporting obligations. It may also stipulate the use of a prospectus, offering circular, or other informational documents. 4. Termination and Withdrawal: The agreement outlines the circumstances under which the distribution may be terminated or the shares may be withdrawn from the market. This could include events such as delisting, redemption, or regulatory concerns. 5. Compensation and Expenses: The agreement specifies the compensation structure for selling agents and other involved parties. This may include sales load fees, distribution fees, or ongoing management fees. Different types of Maryland Distribution Agreements include: 1. Limited Offering Agreement: This agreement is used when the continuous offering of the trust's transferable shares of beneficial interest is limited to a specific group of investors or a particular time period. 2. General Offering Agreement: A general offering agreement is intended for wider distribution and allows for the continuous offering of the trust's transferable shares to the public. 3. Institutional Distribution Agreement: Designed for sales to institutional investors, this type of agreement may have different terms and conditions compared to agreements targeting retail investors. 4. Private Placement Agreement: If the trust's transferable shares are offered only to a limited number of sophisticated investors, a private placement agreement may be used instead. This agreement typically has fewer regulatory requirements but is limited to accredited or qualified investors. In conclusion, the Maryland Distribution Agreement ensures compliance with applicable laws and regulations while providing a framework for the continuous offering of a trust's transferable shares. Its main goal is to protect both the trust and its investors by establishing clear guidelines for the distribution process.