A Minnesota Distribution Agreement is a legal agreement that regulates the continuous offering of a Fund's shares in the state of Minnesota. It outlines the terms and conditions under which the distributor, typically a financial institution or broker-dealer, can offer and sell the Fund's shares to investors. Keywords: Minnesota, Distribution Agreement, continuous offering, Fund's shares, terms and conditions, distributor, financial institution, broker-dealer, investors. The Minnesota Distribution Agreement typically covers the following aspects: 1. Offering and Selling: The agreement specifies the rights and responsibilities of the distributor in offering and selling the Fund's shares to potential investors in Minnesota. It outlines the methods, channels, and marketing materials that can be used for distribution. 2. Compliance: The agreement ensures compliance with applicable Minnesota state laws, regulations, and securities rules governing the distribution of investment products. It may require the distributor to obtain necessary licenses and registrations to offer and sell the Fund's shares. 3. Marketing and Advertising: The agreement may provide guidelines and restrictions on how the distributor can market and advertise the Fund's shares to potential investors. It may include rules related to disclosure, fair and balanced representations, and use of specific disclaimers. 4. Reporting and Record-keeping: The distributor is often required to maintain accurate records of sales, transactions, and investor information. The agreement defines the reporting obligations, including periodic reports to the Fund's manager or transfer agent. 5. Compensation and Expenses: The agreement typically outlines the compensation structure for the distributor, which may include sales commissions, trailer fees, or other incentives. It may also state how expenses incurred during the distribution process, such as marketing material production or compliance costs, will be allocated between the distributor and the Fund. Different types of Minnesota Distribution Agreement related to the continuous offering of the Fund's shares might include: 1. General Minnesota Distribution Agreement: This is a standard agreement that covers the basic terms and conditions for offering and selling the Fund's shares in Minnesota. 2. Institutional Distribution Agreement: This type of agreement is tailored for institutional investors and may include specific provisions related to large-volume transactions, fee structures, and reporting requirements unique to institutional clients. 3. Private Placement Distribution Agreement: If the Fund's shares are being offered through a private placement, a separate distribution agreement may be required. This agreement would outline the terms and conditions specific to the private placement offering and the targeted investors. In summary, a Minnesota Distribution Agreement for the continuous offering of a Fund's shares is a comprehensive legal document that defines the relationship between the distributor and the Fund. It ensures compliance with Minnesota state regulations, outlines marketing and sales practices, and establishes compensation and reporting obligations. Different types of agreements may exist based on the target investor group or the nature of the offering.