Distribution Activities. All distribution activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with NASD Rules, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the policies and procedures that NW may issue from time to time. In particular, without limiting the generality of the foregoing:
(1) Distributor shall train, supervise and be solely responsible for the conduct of Representatives with regard to their distribution activities, and shall supervise their compliance with applicable laws, rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities.
(2) NW shall be responsible for providing training to Representatives regarding the-product features and benefits of all Contracts offered through NW.
(3) Neither Distributor nor any Representative shall offer, attempt to offer, or solicit Applications for, the Contracts, in any state or other jurisdiction unless NW has notified Distributor that such Contracts may lawfully be sold or offered for sale in such state, and has not subsequently revised such notice.
(4) Neither Distributor nor any Representative shall give any information or make any representation with respect to a class of Contracts in connection with the offer or sale of such class of Contracts that is not in accordance with the Prospectus and the statement of additional information for such class of Contracts, or in the then-currently effective prospectus or statement of additional information for a Fund, or in current advertising materials for such class of Contracts authorized by NW.
(5) Distributor and all Representatives agree to distribute and sell Contracts in accordance with the market timing and frequent trading policies of the Variable Accounts as stated in the then-currently effective Prospectus and statement of additional information for Contracts.
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 Fund will sell, issue and deliver from time to time such purchasers, such part of the authorized shares of capital stock of the Fund remaining un-issued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "33 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 the Trust's Articles of Incorporation.
2. The Underwriter shall present all orders received by it for shares to the Fund by telegraphic or written purchase orders and each such order shall be subject to the acceptance or rejection by the Fund in its sole discretion.
2.1 Notwithstanding any other provision hereof, whenever in the judgment of the Fund such action is warranted by market, economic or political conditions or by abnormal circumstances of any kind, the Fund may suspend the offer of Shares in effect and may, without liability under the 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 Fund 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 Directors of the Fund 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 Fund shall decline to accept or confirm any such orders or make any such sales, the Fund shall be under no obligation to confirm or accept any such orders or make any such sale at any price.
2.2 The Fund will use its best efforts to keep effectively registered under the 33 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 Fund and all such sales 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 Fund under the 33 Act, (and related prospectus), as the Underwriter may determine from time to ...
Distribution Activities. With respect to each Permitted Launch Country, subject to the terms and conditions of this Agreement, the Parties hereby acknowledge and agree that, the Selling Party for such country (or its Third Party Distributor) shall have the right to Distribute the Territory Combination Product in such country. The Selling Party (or its Third Party Distributor) for such country shall have the sole responsibility and right to fill orders with respect to the Territory Combination Product in such country and shall have the sole responsibility and right to distribute (or cause its applicable Affiliate to distribute) the 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”). The Selling Party shall not (i) grant rights to conduct any Distribution Activities with respect to the Territory Combination Product in the applicable country to any Person other than its Affiliates, Distribution Subcontractors or Third Party Distributors, (ii) sell or permit its [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406 Affiliates or Third Party Distributors to sell any Territory Combination Product in a country outside of the European Union if the Selling Party (or such Affiliate or Third Party Distributor) has reason to believe that such Territory Combination Product will be exported from such country to any country as to which such Party is not the Selling Party (including any country outside the Territory), and (iii) export or have exported (other than, in the case of Gilead, pursuant to any Tibotec Distributor Agreement), or permit its Third Party Distributor to export, any Territory Combination Product from any country outside of the European Union for purposes of Distribution (by such Party, its Affiliates or any other Person) in or to any country as to which it is not the Selling Party (including any country outside the Territory) without the written consent of the othe...
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. 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 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. (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;
