Common use of Appointment of Distributor Clause in Contracts

Appointment of Distributor. The Fund appoints the Distributor as a principal underwriter and exclusive distributor of each class of its shares of beneficial interest (the "Shares") offered for sale from time to time pursuant to the then current prospectus of the Fund, subject to different combinations of front-end sales charges, distribution fees, service fees and contingent deferred sales charges. Classes of shares, if any, subject to a front-end sales charge and a distribution and/or service fee are referred to herein as "FESC Classes" and the Shares of such classes are referred to herein as "FESC Shares." Classes of shares, if any, subject to a contingent-deferred sales charge and a distribution and/or a service fee are referred to herein as "CDSC Classes" and Shares of such classes are referred to herein as "CDSC Shares." Classes of shares, if any, subject to a front-end sales charge, a contingent-deferred sales charge and a distribution and/or service fee are referred to herein as "Combination Classes" and Shares of such class are referred to herein as "Combination Shares." The Fund reserves the right to refuse at any time or times to sell Shares hereunder for any reason deemed adequate by the Board of Trustees of the Fund. The Distributor will use its best efforts to sell, through its organization and through other dealers and agents, the Shares which the Distributor has the right to purchase under Section 2 hereof, but the Distributor does not undertake to sell any specific number of Shares. The Distributor agrees that it will not take any long or short positions in the Shares, except for long positions in those Shares purchased by the Distributor in accordance with any systematic sales plan described in the then current Prospectus of the Fund and except as permitted by Section 2 hereof, and that so far as it can control the situation, it will prevent any of its trustees, officers or shareholders from taking any long or short positions in the Shares, except for legitimate investment purposes.

Appointment of Distributor. The Each Fund appoints the Distributor as a principal underwriter and exclusive distributor of each class of its shares of beneficial interest or shares of common stock, as the case may be (collectively, the "Shares") offered for sale from time to time pursuant to the then current prospectus and/or statement of additional information (collectively, the "Prospectus") of the Fund, Fund subject to different combinations of front-end sales charges, distribution fees, service fees and contingent deferred sales charges. Classes of shares, if any, subject to a front-end sales charge and a distribution and/or service fee are referred to herein as "FESC Classes" and the Shares of such classes are referred to herein as "FESC Shares." Classes of shares, if any, subject to a contingent-deferred sales charge and a distribution and/or a service fee are referred to herein as "CDSC Classes" and Shares of such classes are referred to herein as "CDSC Shares." Classes of shares, if any, subject to a front-end sales charge, a contingent-deferred sales charge and a distribution and/or service fee are referred to herein as "Combination Classes" and Shares of such class are referred to herein as "Combination Shares." The Each Fund reserves the right to refuse at any time or times to sell Shares hereunder for any reason deemed adequate by the Board of Trustees or Board of Directors, as the case may be (collectively, the "Board of Trustees" or "Trustees") of the Fund. The Distributor will use its best efforts to sell, through its organization and through other dealers and agents, the Shares which the Distributor has the right to purchase under Section 2 3 hereof, but the Distributor does not undertake to sell any specific number of Shares. Without the prior approval of the Board of Trustees), the Distributor shall not, directly or indirectly, distribute, sell or market, through its organization or other brokers, dealers or agents, shares of any investment companies unless the Board of Trustees of a Fund determines that such companies do not compete, or potentially compete, with the Fund. The Distributor agrees that it will not take any long or short positions in the Shares, except for long positions in those Shares purchased by the Distributor in accordance with any systematic sales plan described in the then current Prospectus of the Fund and except as permitted by Section 2 3 hereof, and that so far as it can control the situation, it will prevent any of its directors, trustees, officers or shareholders from taking any long or short positions in the Shares, except for legitimate investment purposes.

Appointment of Distributor. 2.1 The Fund Principal appoints the Distributor as a principal underwriter and exclusive an Exclusive distributor of the Product in the Field in the Territory, and the Distributor agrees to act in that capacity, in accordance with the provisions of this Agreement. 2.2 Subject to the terms of this Agreement, the rights provided to the Distributor under Clause 2.1 above shall be an Exclusive license under the Principal Intellectual Property to develop, register, import, package, warehouse, promote, market, distribute, offer for sale, sell and use the Product in the Field in the Territory. The Distributor hereby acknowledges that the licenses granted by the Principal to the Distributor under this Clause 2.2 include a sub-license of Intellectual Property licensed to the Principal under the Development and License Agreement to the extent that such use is required for the Distributor to exercise its rights and to perform its obligation hereunder in the Field in the Territory, and the Distributor hereby agrees that such licenses are subject to the terms of the Development and License Agreement and that Distributor shall comply with any and all of the Principal’s obligations and undertakings under the Development and License Agreement. 2.3 Subject to the terms of this Agreement, the Principal hereby grants to the Distributor for the Term an Exclusive authorization to use the Trademark throughout the Territory solely in connection with the promotion, marketing, distribution, offer for sale and selling of the Product, provided that in each class case such use of the Trademark satisfy the provisions of Clause 2.4. Principal shall grant to the Distributor an Exclusive license to use an alternative trademark to the Trademark hereunder for the relevant country of the Territory, should the Trademark not be acceptable to respective Regulatory Authorities. If this alternative trademark is also not acceptable to the Regulatory Authorities in that country, then the Distributor shall obtain, at its sole cost, any other trademark of its shares of beneficial interest choice (the "Shares"“Distributor Trademark”) offered for sale from time to time pursuant provided that such Distributor Trademark is acceptable to the Principal and provided further that such Distributor Trademark will be transferred to Principal at no cost and shall then become the Trademark hereunder for that country. 2.4 The Trademark may only be used on Product that has been developed, promoted, marketed, distributed, and sold in accordance with applicable law and current prospectus pharmaceutical industry standards of quality, including the terms of all applicable Marketing Authorizations. The Distributor shall provide the Principal or the duly authorized representatives of the FundPrincipal not more than once a year, subject samples of labels, packaging and promotional/marketing materials that include the Trademark. If concerns arise based upon reviews of samples provided, the Principal shall have a right to different combinations audit all uses of front-end sales chargesProduct which bear the Trademark. In addition: 2.4.1 The Distributor shall use the Trademark on labels, distribution feespackaging and promotional/marketing materials for or in connection with the Product so long as such use complies with applicable laws and market practice in the country of use. 2.4.2 The Distributor shall provide the Principal with proposed Product packaging and corresponding marketing materials prior to publication or shipment of any Product under the Trademark, service fees for the Principal’s approval as to Trademark placement and contingent deferred sales chargesdisplay. 2.4.3 The Distributor shall use the Trademark upon or in relation to the Products only in such manner where the distinctiveness, reputation, and validity of the Trademark shall not be impaired. Classes Without prejudice to the generality of sharesthe foregoing, if anythe Distributor shall ensure in particular that the Trademark is correctly spelled, subject and that any text, graphics, or designs adjacent to the Trademark do not put the Trademark or the Principal in a front-end sales charge negative or derogatory light. The Distributor shall not display the Trademark in such a manner to suggest that any party (including the Distributor) other than the Principal owns the Trademark. 2.4.4 The Distributor shall comply with the requirements of the Principal as to the form, manner, scale and a distribution and/or service fee are referred context of the use of the Trademark, the use of the statements to herein accompany the Trademark, as "FESC Classes" well as the presentation or performance of the Product. 2.4.5 The Distributor shall display the proper form of trademark notice associated with the Trademark in accordance with instructions received from the Principal. 2.4.6 The Distributor acknowledges that all use of the Trademark and the Shares all rights and goodwill attached to or arising out of such classes are referred use, shall accrue to herein as "FESC Sharesthe benefit of the Principal. The Distributor shall at any time, whether during or after the Term, execute any documents that shall reasonably be required by the Principal to confirm the Principal’s ownership of the Trademark." Classes of shares, if any, subject to a contingent-deferred sales charge and a distribution and/or a service fee are referred to herein as "CDSC Classes" and Shares of such classes are referred to herein as "CDSC Shares." Classes of shares, if any, subject to a front-end sales charge, a contingent-deferred sales charge and a distribution and/or service fee are referred to herein as "Combination Classes" and Shares of such class are referred to herein as "Combination Shares." 2.5 The Fund reserves Distributor shall have the right to refuse at any time or times to sell Shares hereunder for any reason deemed adequate by the Board of Trustees describe itself as an “Authorised Distributor” of the Fund. Principal for the Product in the Field in the Territory but shall not hold itself out as the Principal’s agent for sales of the Product or otherwise as being entitled to bind the Principal in any way. 2.6 The Distributor will use its best efforts to sell, through its organization hereby covenants and through other dealers and agents, the Shares which the Distributor has the right to purchase under Section 2 hereof, but the Distributor does not undertake to sell any specific number of Shares. The Distributor agrees that it will not, and will ensure that its Associates will not, either directly or indirectly, promote, market, distribute, import, sell or have sold the Product, including via the Internet or mail order, to any Third Party, address or Internet Protocol address outside the Territory. As to the countries outside the Territory, the Distributor further agrees not take to sell or distribute any long or short positions Product to any person in the SharesTerritory it has knowledge that such person intends to sell, except for long positions or has in those Shares purchased by the past sold, such Product outside the Territory. 2.7 The Principal hereby agrees that it will not, and will ensure that its Associates will not, either directly or indirectly, promote, market, distribute, import, sell or have sold the Product, including via the Internet or mail order, to any Third Party, address or Internet Protocol address inside the Territory. The Principal further agrees not to sell or distribute any Product to any person outside the Territory it has knowledge that such person intends to sell, or has in the past sold, such Product in the Territory. 2.8 The Distributor shall not itself, or permit or facilitate others to, modify, adapt, alter, reverse engineer or disassemble Product or create derivative works from the Product. For clarity, the foregoing shall not limit the Distributor’s right and obligation to prepare Finished Product (as defined in the Supply Agreement) in accordance with the Supply Agreement. 2.9 The Distributor may not grant sub-licenses of its rights or obligations under this Agreement to any systematic sales plan described in Associate or Third Party without the then current Prospectus prior written consent of the Fund and except as permitted by Section 2 hereofPrincipal, and which consent shall not be unreasonably withheld or delayed; provided, however, that so far as it can control the situation, it will prevent any Distributor may grant sub-licenses of its trusteesrights under this Agreement to its Associates without the right of such Associates to further sub-license their rights or obligations to non-Associates, officers or shareholders from taking any long or short positions in without the Shares, except for legitimate investment purposesconsent of the Principal.

Appointment of Distributor. The Each Fund appoints the Distributor as a principal underwriter and exclusive distributor of each class of its shares of beneficial interest or shares of common stock, as the case may be (collectively, the "“Shares"”) offered for sale from time to time pursuant to the then current prospectus and/or statement of additional information (collectively, the “Prospectus”) of the Fund, Fund subject to different combinations of front-end sales charges, distribution fees, service fees and contingent deferred sales charges. Classes of shares, if any, subject to a front-end sales charge and a distribution and/or service fee are referred to herein as "“FESC Classes" ” and the Shares of such classes are referred to herein as "“FESC Shares." ” Classes of shares, if any, subject to a contingent-deferred sales charge and a distribution and/or a service fee are referred to herein as "“CDSC Classes" ” and Shares of such classes are referred to herein as "“CDSC Shares." ” Classes of shares, if any, subject to a front-end sales charge, a contingent-deferred sales charge and a distribution and/or service fee are referred to herein as "“Combination Classes" ” and Shares of such class are referred to herein as "“Combination Shares." The ” Each Fund reserves the right to refuse at any time or times to sell Shares hereunder for any reason deemed adequate by the Board of Trustees or Board of Directors, as the case may be (collectively, the “Board of Trustees” or “Trustees”) of the Fund. The Distributor will use its best efforts to sell, through its organization and through other dealers and agents, the Shares which the Distributor has the right to purchase under Section 2 3 hereof, but the Distributor does not undertake to sell any specific number of Shares. Without the prior approval of the Board of Trustees), the Distributor shall not, directly or indirectly, distribute, sell or market, through its organization or other brokers, dealers or agents, shares of any investment companies unless the Board of Trustees of a Fund determines that such companies do not compete, or potentially compete, with the Fund. The Distributor agrees that it will not take any long or short positions in the Shares, except for long positions in those Shares purchased by the Distributor in accordance with any systematic sales plan described in the then current Prospectus of the Fund and except as permitted by Section 2 3 hereof, and that so far as it can control the situation, it will prevent any of its directors, trustees, officers or shareholders from taking any long or short positions in the Shares, except for legitimate investment purposes.