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Common use of Covenants of the Distributor Clause in Contracts

Covenants of the Distributor. The Distributor hereby covenants as follows: (a) The Distributor will use commercially reasonable efforts to deliver, or cause to be delivered, to the Sub-Distribution Agent, or the Sub-Distribution Agent’s designated distribution center, as promptly as practicable such number of copies of the Fund’s Offering Materials (as the same may be amended or supplemented) as the Sub-Distribution Agent may reasonably request in writing for prospective Customer Shareholders and it will be the responsibility of the Sub-Distribution Agent to distribute, or cause to be distributed, any such materials to prospective Customer Shareholders. Notwithstanding the foregoing, the Distributor will distribute, or cause to be distributed, the following materials directly to Customer Shareholders: (i) any supplements, amendments and/or restatements of the Fund’s Prospectus; (ii) tender offer documents; (iii) performance reports; (iv) account statements; (v) Fund reports to shareholders as required under the 1940 Act; and (vi) tax documentation. The Distributor will use commercially reasonable efforts to provide written notice and copies of the materials listed in this section 4(a)(i), 4(a)(ii) and 4(a)(v) to the Sub-Distribution Agent prior to or simultaneously with their distribution to Customer Shareholders. (b) If any event relating to or affecting the Fund, its manager, the Distributor or their respective affiliates occurs as a result of which one or more of the Distributor, the Fund its manager, or their respective affiliates believe that it has become necessary to amend or supplement the Offering Materials so that they do not contain a material misstatement or omission, the Distributor will so inform the Sub-Distribution Agent and will prepare and furnish to the Sub-Distribution Agent a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Offering Materials which will amend or supplement the Offering Materials so that as so amended or supplemented the Distributor has reason to believe that such Offering Materials do not contain any material misstatement or omission. (c) The Distributor will use reasonable efforts to cooperate in the Sub-Distribution Agent’s ongoing due diligence process, to the extent consistent with the Distributor’s, its affiliates’ or the Fund’s customary confidentiality policies and as supplemented by the terms set forth in Section 11. (d) The Distributor will cooperate with the Sub-Distribution Agent in its efforts to confirm compliance with all applicable anti-money laundering laws and regulations. (e) The Distributor will provide, or will cause the provision of, net asset values to the Sub-Distribution Agent on a monthly basis consistent with the process described in the Prospectus. (f) The Fund maintains and will provide net asset value and dividend information relating to Shares on a unitized basis. (g) The Distributor will use commercially reasonable efforts to provide the Sub-Distribution Agent with monthly performance summaries (net of accrued advisory compensation, if any) by the twentieth (20th) business day of the following month, as well as other appropriate communications reasonably requested by the Sub-Distribution Agent, and the Distributor will cooperate with reasonable requests from the Sub-Distribution Agent regarding the form, content or timing of such summaries, reviews, reports and communications. (h) The Distributor agrees to advise the Sub-Distribution Agent promptly in writing (which may consist of, without limitation, a supplement to the Prospectus) of: (i) any material correspondence or other communication from the SEC or its staff received by the Distributor and relating to the Fund, other than correspondence or communication relating to (A) routine or sweep examinations, or (B) the Fund’s Registration Statement, Prospectus or other filing with the SEC, any other regulatory authority or self-regulatory organization, in each case that the Distributor expects will have a material adverse effect on the Fund; (ii) the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement of the Fund then in effect or the initiation of any proceeding for that purpose; (iii) the happening of any event which makes untrue any statement of a material fact made in the Prospectus of the Fund or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) the Fund’s determination to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise; and (v) the commencement of any litigation or proceedings against the Fund or the Distributor, or any of their respective officers or directors, in connection with the issue and sale of any of its Shares. (i) To the extent the Distributor can do so without undue burden or cost, the Distributor agrees to co-operate with the Sub-Distribution Agent and to provide the Sub-distribution Agent with any information requested by the Sub-Distribution Agent to assist the Sub-Distribution Agent with identifying any legal or compliance obligations applicable to the Sub-Distribution Agent in connection with the execution of this Agreement; provided, that the Distributor is not deemed to be providing, nor shall it be required to provide, legal counsel or advice to Sub-Distribution Agent. (j) The Distributor will use commercially reasonable efforts to not cause, directly or indirectly, the Fund to breach any of its covenants, representations or warranties as set forth herein. (k) In their discretion, the Distributor or its affiliates will participate in presentations to prospective Customer Shareholders regarding the Shares and the Fund to the extent that the Sub-Distribution Agent may reasonably request. In the Distributor’s contact with the prospective Customer Shareholders and Financial Advisors of the Sub-Distribution Agent, no Sales Materials shall be used that have not been pre-approved by the Sub-Distribution Agent through its standard marketing approval processes. Additionally, the Distributor shall not, in its discussions with prospective Customer Shareholders and Financial Advisors, discuss any other products or services except those for which the Sub-Distribution Agent or its affiliates have been appointed to distribute interests. (l) The Distributor agrees to use commercially reasonable efforts to provide, or cause the provision of, the following support to the Sub-Distribution Agent:

Appears in 4 contracts

Samples: Dealer Agreement (Blackstone Real Estate Income Fund), Dealer Agreement (Blackstone Real Estate Income Fund II), Dealer Agreement (Blackstone Real Estate Income Fund II)

Covenants of the Distributor. The Distributor hereby covenants as follows: (a) The Distributor will use commercially reasonable efforts to deliver, or cause to be delivered, to the Sub-Distribution Agent, or the Sub-Distribution Agent’s designated distribution center, as promptly as practicable such number of copies of the Fund’s Offering Materials (as the same may be amended or supplemented) as the Sub-Distribution Agent may reasonably request in writing for prospective Customer Shareholders and it will be the responsibility of the Sub-Distribution Agent to distribute, or cause to be distributed, any such materials to prospective Customer Shareholders. Notwithstanding the foregoing, the Distributor will distribute, or cause to be distributed, the following materials directly to Customer Shareholders: (i) any supplements, amendments and/or restatements of the Fund’s Prospectus; (ii) tender offer documents; (iii) performance reports; (iv) account statements; (v) Fund reports to shareholders as required under the 1940 Act; and (vi) tax documentation. The Distributor will use commercially reasonable efforts to provide written notice and copies of the materials listed in this section 4(a)(i), 4(a)(ii) and 4(a)(v) to the Sub-Distribution Agent prior to or simultaneously with their distribution to Customer Shareholders. (b) If any event relating to or affecting the Fund, its manager, the Distributor or their respective affiliates occurs as a result of which one or more of the Distributor, the Fund its manager, or their respective affiliates affiliates) believe that it has become necessary to amend or supplement the Offering Materials so that they do not contain a material misstatement or omission, the Distributor will so inform the Sub-Distribution Agent and will prepare and furnish to the Sub-Distribution Agent a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Offering Materials which will amend or supplement the Offering Materials so that as so amended or supplemented the Distributor has reason to believe that such Offering Materials do not contain any material misstatement or omission. (c) The Distributor will use reasonable efforts to cooperate in the Sub-Distribution Agent’s ongoing due diligence process, to the extent consistent with the Distributor’s, its affiliates’ or the Fund’s customary confidentiality policies and as supplemented by the terms set forth in Section 11. (d) The Distributor will cooperate with the Sub-Distribution Agent in its efforts to confirm compliance with all applicable anti-money laundering laws and regulations. (e) The Distributor will provide, or will cause the provision of, net asset values to the Sub-Distribution Agent on a monthly basis consistent with the process described in the Prospectus. (f) The Fund maintains and will provide net asset value and dividend information relating to Shares on a unitized basis. (g) The Distributor will use commercially reasonable efforts to provide the Sub-Distribution Agent with monthly performance summaries estimates (net of accrued advisory compensation, if any) by the 7th business day of the following month, monthly performance summaries by the twentieth (20th) business day of the following month, quarterly performance reviews by the twentieth (20th) business day of the month following a quarter-end, and the Distributor will provide annual performance reports, as well as other appropriate communications reasonably requested by the Sub-Distribution Agent, and the Distributor will cooperate with reasonable requests from the Sub-Distribution Agent regarding the form, content or timing of such estimates, summaries, reviews, reports and communications. (h) The Distributor agrees to advise the Sub-Distribution Agent promptly in writing (which may consist of, without limitation, a supplement to the Prospectus) of: (i) any material correspondence or other communication from the SEC or its staff received by the Distributor and relating to the Fund, other than correspondence or communication relating to (A) routine or sweep examinations, or (B) the Fund’s Registration Statement, Prospectus or other filing with the SEC, any other regulatory authority or self-regulatory organization, in each case that the Distributor expects will have a material adverse effect on the Fund; (ii) the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement of the Fund then in effect or the initiation of any proceeding for that purpose; (iii) the happening of any event which makes untrue any statement of a material fact made in the Prospectus of the Fund or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) the Fund’s determination to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise; and (v) the commencement of any litigation or proceedings against the Fund or the Distributor, or any of their respective officers or directors, in connection with the issue and sale of any of its Shares. (i) To the extent the Distributor can do so without undue burden or cost, the Distributor agrees to co-operate with the Sub-Distribution Agent and to provide the Sub-distribution Agent with any information requested by the Sub-Distribution Agent to assist the Sub-Distribution Agent with identifying any legal or compliance obligations applicable to the Sub-Distribution Agent in connection with the execution of this Agreement; provided, that the Distributor is not deemed to be providing, nor shall it be required to provide, legal counsel or advice to Sub-Distribution Agent. (j) The Distributor will use commercially reasonable efforts to not cause, directly or indirectly, the Fund to breach any of its covenants, representations or warranties as set forth herein. (k) In their discretion, the Distributor or its affiliates will participate in presentations to prospective Customer Shareholders regarding the Shares and the Fund to the extent that the Sub-Distribution Agent may reasonably request. In the Distributor’s contact with the prospective Customer Shareholders and Financial Advisors of the Sub-Distribution Agent, no Sales Materials shall be used that have not been pre-approved by the Sub-Distribution Agent through its standard marketing approval processes. Additionally, the Distributor shall not, in its discussions with prospective Customer Shareholders and Financial Advisors, discuss any other products or services except those for which the Sub-Distribution Agent or its affiliates have been appointed to distribute interests. (l) The Distributor agrees to use commercially reasonable efforts to provide, or cause the provision of, the following support to the Sub-Distribution Agent:

Appears in 2 contracts

Samples: Dealer Agreement (Blackstone Alternative Alpha Fund II), Dealer Agreement (Blackstone Alternative Alpha Fund)

Covenants of the Distributor. The Distributor hereby covenants as follows: (a) The Distributor will use commercially reasonable efforts to deliver, or cause to be delivered, to the Sub-Distribution Agent, or the Sub-Distribution Agent’s designated distribution center, as promptly as practicable such number of copies of the Fund’s Offering Materials (as the same may be amended or supplemented) as the Sub-Distribution Agent may reasonably request in writing for prospective Customer Shareholders and it will be the responsibility of the Sub-Distribution Agent to distribute, or cause to be distributed, any such materials to prospective Customer Shareholders. Notwithstanding the foregoing, the Distributor will distribute, or cause to be distributed, the following materials directly to Customer Shareholders: (i) any supplements, amendments and/or restatements of the Fund’s Prospectus; (ii) tender offer documents; (iii) performance reports; (iv) account statements; (v) Fund reports to shareholders as required under the 1940 Act; and (vi) tax documentation. The Distributor will use commercially reasonable efforts to provide written notice and copies of the materials listed in this section 4(a)(i), 4(a)(ii) and 4(a)(v) to the Sub-Distribution Agent prior to or simultaneously with their distribution to Customer Shareholders. (b) If any event relating to or affecting the Fund, its manager, the Distributor or their respective affiliates occurs as a result of which one or more of the Distributor, the Fund its manager, or their respective affiliates believe that it has become necessary to amend or supplement the Offering Materials so that they do not contain a material misstatement or omission, the Distributor will so inform the Sub-Distribution Agent and will prepare and furnish to the Sub-Distribution Agent a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Offering Materials which will amend or supplement the Offering Materials so that as so amended or supplemented the Distributor has reason to believe that such Offering Materials do not contain any material misstatement or omission. (c) The Distributor will use reasonable efforts to cooperate in the Sub-Distribution Agent’s ongoing due diligence process, to the extent consistent with the Distributor’s, its affiliates’ or the Fund’s customary confidentiality policies and as supplemented by the terms set forth in Section 11. (d) The Distributor will cooperate with the Sub-Distribution Agent in its efforts to confirm compliance with all applicable anti-money laundering laws and regulations. (e) The Distributor will provide, or will cause the provision of, net asset values to the Sub-Distribution Agent on a monthly basis consistent with the process described in the Prospectus. (f) The Fund maintains and will provide net asset value and dividend information relating to Shares on a unitized basis. (g) The Distributor will use commercially reasonable efforts to provide the Sub-Distribution Agent with monthly performance summaries (net of accrued advisory compensation, if any) by the twentieth (20th) business day of the following month, as well as other appropriate communications reasonably requested by the Sub-Distribution Agent, and the Distributor will cooperate with reasonable requests from the Sub-Distribution Agent regarding the form, content or timing of such summaries, reviews, reports and communications. (h) The Distributor agrees to advise the Sub-Distribution Agent promptly in writing (which may consist of, without limitation, a supplement to the Prospectus) of: (i) any material correspondence or other communication from the SEC or its staff received by the Distributor and relating to the Fund, other than correspondence or communication relating to (A) routine or sweep examinations, or (B) the Fund’s Registration Statement, Prospectus or other filing with the SEC, any other regulatory authority or self-regulatory organization, in each case that the Distributor expects will have a material adverse effect on the Fund; (ii) the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement of the Fund then in effect or the initiation of any proceeding for that purpose; (iii) the happening of any event which makes untrue any statement of a material fact made in the Prospectus of the Fund or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) the Fund’s determination to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise; and (v) the commencement of any litigation or proceedings against the Fund or the Distributor, or any of their respective officers or directors, in connection with the issue and sale of any of its Shares. (i) To the extent the Distributor can do so without undue burden or cost, the Distributor agrees to co-operate with the Sub-Distribution Agent and to provide the Sub-distribution Agent with any information requested by the Sub-Distribution Agent to assist the Sub-Distribution Agent with identifying any legal or compliance obligations applicable to the Sub-Distribution Agent in connection with the execution of this Agreement; provided, that the Distributor is not deemed to be providing, nor shall it be required to provide, legal counsel or advice to Sub-Distribution Agent. (j) The Distributor will use commercially reasonable efforts to not cause, directly or indirectly, the Fund to breach any of its covenants, representations or warranties as set forth herein. (k) In their discretion, the Distributor or its affiliates will participate in presentations to prospective Customer Shareholders regarding the Shares and the Fund to the extent that the Sub-Distribution Agent may reasonably request. In the Distributor’s contact with the prospective Customer Shareholders and Financial Advisors of the Sub-Distribution Agent, no Sales Materials shall be used that have not been pre-approved by the Sub-Distribution Agent through its standard marketing approval processes. Additionally, the Distributor shall not, in its discussions with prospective Customer Shareholders and Financial Advisors, discuss any other products or services except those for which the Sub-Distribution Agent or its affiliates have been appointed to distribute interests. (l) The Distributor agrees to use commercially reasonable efforts to provide, or cause the provision of, the following support to the Sub-Distribution Agent: (i) Investment Team Support — The Distributor shall cause to be made available to the Sub-Distribution Agent senior investment and/or business strategy professionals, as necessary and appropriate, to participate in: (1) Initial “launch calls” with certain Xxxxxxx Xxxxx financial advisors or sales representatives of affiliates of the Sub-Distribution Agent (“Financial Advisors”) or other Sub-Distribution Agent personnel and prospective investors; and (2) Client events on an as needed basis upon at least one week notice to the Distributor. (ii) Client Service and Investor Relations Support — The Distributor shall cause to be made available to the Sub-Distribution Agent sales representatives to provide coverage and participation in: (1) Initial “launch calls” with Financial Advisors or other Sub-Distribution Agent personnel and prospective investors; (2) An initial road show; (3) Ongoing monthly calls with Financial Advisors or other Sub-Distribution Agent personnel and prospective investors; (4) Quarterly client review calls; (5) Client events on an as needed basis upon at least one week notice to the Distributor; and (6) Conference calls on an as needed basis with Financial Advisors and clients of such Financial Advisors. (iii) Additional Support — In addition to Sections 4(l)(i) and (ii), the Distributor or its affiliates shall participate in video conference calls, on-site presentations and training sessions sponsored by the Sub-Distribution Agent. Furthermore, the Distributor shall cause to be provided the following reporting: (1) Monthly commentary; (2) Monthly reports (which shall include month-to-date performance attribution at the Fund level) substantially in the form attached hereto as Schedule 4; (3) Monthly statements regarding share balances sent directly from the Fund’s administrator and distributed via regular post (or, if mutually agreed by the parties, via email) approximately 45 days after the applicable month-end; and (4) Annual audited financial statements to be distributed directly to investors by the Fund’s administrator.

Appears in 1 contract

Samples: Dealer Agreement