Distribution Activities Clause Samples

Distribution Activities. (a) The Shares of each Portfolio are authorized to pay the principal underwriter of the Shares (the “Distributor”) a total fee in connection with distribution-related services provided in respect of such class, calculated and payable monthly, at the annual rate of .75% of the value of the average daily net assets of such class. The services rendered by the Distributor for which the Distributor is entitled to receive this fee shall be deemed to have been completed at the time of the initial purchase of the Shares taken into account in computing the fee. (b) The fee paid pursuant to this Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses. (c) Payments under this Section 2 of the Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. (d) The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution. (e) Notwithstanding anything to the contrary herein, the Distributor shall be paid the accrued fee pursuant to this Section 2 regardless of the Distributor’s termination as prin...

Distribution Activities. (a) The fee paid pursuant to Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses. (b) Payments under this Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. (c) The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution.

Distribution Activities. 1. The Underwriter will receive orders from purchasers for, and the Funds will sell, issue and deliver from time to time to such purchasers, such part of the authorized shares of capital stock of the Funds remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), at prices determined as hereinafter provided and on the terms hereinafter set forth, all subject to applicable Federal and State laws and regulations and to the Declaration of Trust of the Trust. 2. The Underwriter shall present all orders received by it for Shares to the Funds by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Funds in the Funds' sole discretion. 2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Funds such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Funds may suspend the offer of Shares in effect and may, without liability under any provision of this Agreement, decline to accept or confirm any orders or make any sales of Shares under this Agreement until such time as the Funds shall deem it advisable to resume the offering of such Shares, provided that as soon as practicable after the taking of any such action a special meeting of the Board of Trustees of the Trust shall be called to be held as soon as practicable thereafter to determine whether or not such action shall then continue to be effective, and the period during, or the circumstance under, which such action shall continue or cease to be effective. During any period during which the offer of Shares shall be suspended or the Funds shall decline to accept or confirm any such orders or make any such sales, the Funds shall be under no obligation to confirm or accept any such orders or make any such sale at any price. 2.2 The Funds will use their best efforts to keep effectively registered under the 1933 Act for sale as herein contemplated such Shares as the Underwriter shall reasonably request and as the Securities and Exchange Commission (the "SEC") shall permit to be so registered. 3. Sales by the Underwriter shall be made as agent for the Funds and all such sales shall be made to or through qualified dealers or others in such manner, not inconsistent with the provisions hereof and the then effective registration statement of the Funds under the 1933 Act, (and related prospectus), as the...

Distribution Activities. Subject to the terms and conditions of this Agreement and the ▇▇▇▇▇▇▇ Distributor Agreement, the Parties hereby acknowledge and agree that Gilead (or its Affiliate or Sublicensee or Third Party Distributor) shall have the right to Distribute each Territory Combination Product in each country in the Territory (other than the ▇▇▇▇▇▇▇ Countries). Subject to the ▇▇▇▇▇▇▇ Distributor Agreement, Gilead (or such other Person) shall have the sole responsibility and right to fill orders with respect to such Territory Combination Product in such country and shall have the sole responsibility and right to distribute (or right to cause such other Person to distribute) such Territory Combination Product and to perform distribution activities with respect thereto, including inventory management and control, warehousing and storage, order filling, invoicing, collection of sales proceeds, determination and processing of charge-backs and rebates, preparation of sales records and reports, customer relations and services, and handling of returns (the “Distribution Activities”). Gilead shall not (i) grant rights to conduct any Distribution Activities with respect to a Territory Combination Product in any country to any Person other than its Affiliates, Sublicensees, Distribution Subcontractors or Third Party Distributors, (ii) sell or permit its Affiliates, Sublicensees or Third Party Distributors to sell any Territory Combination Product in a country outside of the European Union if Gilead (or such Affiliate, Sublicensee or Third Party Distributor) has reason to believe that such Territory Combination Product will be exported from such country to any ▇▇▇▇▇▇▇ Country, or (iii) export or have exported (other than pursuant to the ▇▇▇▇▇▇▇ Distributor Agreement), or permit its Affiliates, Sublicensees or Third Party Distributors to export, any Territory Combination Product from any country outside of the European Union if Gilead (or such Affiliate, Sublicensee or Third Party Distributor) has reason to believe that such Territory Combination Product will be Distributed (by Gilead or any other Person) in or to any ▇▇▇▇▇▇▇ Country without the written consent of ▇▇▇▇▇▇▇, unless refusing to so export the Territory Combination Product would violate Applicable Law. Gilead shall perform (or cause to be performed) the Distribution Activities in the Territory consistent with Applicable Law. ▇▇▇▇▇▇▇ shall promptly forward (or cause its Affiliates to forward) to Gilead (or its designee) any o...

Distribution Activities. The Corporation shall engage the Distributor to distribute Shares and to service shareholder accounts using the facilities of the distribution networks of such qualified broker-dealers and financial institutions as the Distributor may select. Services provided and activities undertaken hereunder, under the Distribution Agreement or under any "related agreement" between the Distributor and any such qualified broker-dealer to distribute Shares are referred to herein as Distribution Activities.

Distribution Activities. Notwithstanding anything in this Agreement to the contrary, *** shall be the "Distributing Party" in each country of the Territory unless the Joint Commercialization Team recommends, with the approval of the JSC, that *** assume such responsibilities in a country. The Distributing Party in a country shall be responsible for processing orders, pick, pack and ship operations, order delivery, invoicing and collection activities and any other distribution activities that are allocated to the Distributing Party in the Commercialization Plan and an Annual Commercialization/Budget (collectively, "Distribution Activities"). All Distribution Activities shall be performed by the Distributing Party in accordance with the Commercialization Plan and an Annual Commercialization/Budget using employees and facilities of the Distributing Party or using a Third Party or Third Parties approved by the JCT under a contract approved by the JCT.

Distribution Activities. The Fund will reimburse the Distributor for costs and expenses incurred in connection with the distribution and marketing of shares of the Fund and servicing of Fund shareholders. Such Distribution and servicing costs and expenses may include (1) printing and advertising expenses; (2) payments to employees or agents of the Distributor who engage in or support distribution of the Fund's shares, including salary, commissions, travel and related expenses; (3) the costs of preparing, printing and distributing prospectuses and reports to prospective investors; (4) expenses of organizing and conducting sales seminars; (5) expenses related to selling and servicing efforts, including processing new account applications, transmitting customer transaction information to the Fund's transfer agent and answering questions of shareholders; (6) payments of fees to one or more broker-dealers (which may include the Distributor itself), financial institutions or other industry professionals, such as investment advisers, accountants and estate planning firms (severally, a "Service Organization"), in respect of the average daily value of the Fund's shares owned by shareholders for whom the Service Organization is the dealer of record or holder of record, or owned by shareholders with whom the Service Organization has a ================================================================================ Distribution Plan between each of the IAA Trust Funds and Fund/Plan Broker Services, Inc. Page: 1 servicing relationship; (7) costs and expenses incurred in implementing and operating the Plan; and (8) such other similar services as the Fund's Board of Directors determines to be reasonably calculated to result in the sale of Fund shares.

Distribution Activities. (a) The R Shares of each Portfolio, are authorized to pay the Distributor a total fee in connection with distribution-related services provided in respect of such class, calculated and payable monthly, at the annual rate of .25% of the value of the average daily net assets of such class. (b) The fee paid pursuant to this Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses. (c) Payments under this Section of the Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. (d) The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution.

Distribution Activities. The Series will reimburse the Distributor for costs and expenses incurred in connection with the distribution and marketing of shares of the Series and servicing of Series shareholders. Such Distribution and servicing costs and expenses may include (1) printing and advertising expenses; (2) payments to employees or agents of the Distributor who engage in or support distribution of the Series' shares, including salary, commissions, travel and related expenses;