Duties of Distributor. You agree that:
(a) Neither you nor any of your officers will take any long or short position in the Shares, but this provision shall not prevent you or your officers from acquiring Shares for investment purposes only;
(b) You shall furnish to the Fund any pertinent information required to be inserted with respect to you as General Distributor within the purview of the Securities Act of 1933 in any reports or registration required to be filed with any governmental authority; and
(c) You will not make any representations inconsistent with the information contained in the current Prospectus and/or SAI.
(d) You shall maintain such records as may be reasonably required for the Fund or its transfer or shareholder servicing agent to respond to shareholder requests or complaints, and to permit the Fund to maintain proper accounting records, and you shall make such records available to the Fund and its transfer agent or shareholder servicing agent upon request.
(e) In performing under this Agreement, you shall comply with all requirements of the Fund’s current Prospectus and/or SAI and all applicable laws, rules and regulations with respect to the purchase, sale and distribution of Shares.
Duties of Distributor. (a) You shall furnish to the Trust any pertinent information required to be inserted with respect to you as General Distributor within the purview of the Securities Act of 1933 in any reports or registration required to be filed with any governmental authority;
(b) You will not make any representations inconsistent with the information contained in the current Prospectus and/or SAI.
(c) You shall maintain such records as may be reasonably required for the Trust or its transfer or shareholder servicing agent to respond to shareholder requests or complaints, and to permit the Trust to maintain proper accounting records, and you shall make such records available to the Trust and its transfer agent or shareholder servicing agent upon request; and
(d) In performing under this Agreement, you shall comply with all requirements of the Trust's current Prospectus and/or SAI and all applicable laws, rules and regulations with respect to the purchase, sale and distribution of Shares.
Duties of Distributor a. Any selling agreement between Distributor and a Member described in this Section will provide that:
(i) each Member will distribute the Contracts only in those jurisdictions in which the Contracts are registered or qualified for sale and only through duly licensed registered representatives of the Members who are properly appointed by Insurance Company to sell the Contracts in the applicable jurisdiction(s);
(ii) all applications and initial and subsequent payments under the Contracts collected by the Member will be remitted promptly by the Member to Insurance Company at such address as it may from time to time designate; and
(iii) each Member will comply with all applicable federal and state laws, rules and regulations.
b. The Distributor will promptly provide Members with current prospectuses, and any supplements thereto, for the Contracts and for the Series. The Distributor will use reasonable efforts to ensure that its registered representatives deliver only the currently effective prospectuses of the Contracts and the Series to existing clients.
c. The Distributor will use reasonable efforts to provide information and marketing assistance to its registered representatives and to Members, including preparing and providing such registered representatives with advertising materials and sales literature, and other promotional or marketing materials. The Distributor will provide wholesaling and marketing services with respect to the Contracts.
d. The Distributor will use reasonable efforts to ensure that any sales literature and advertising materials it disseminates with respect to the Contracts conforms with the requirements of all pertinent federal and state laws and rules and regulations thereunder.
e. The Distributor will be responsible for filing sales literature and advertising materials, where necessary, used in connection with its marketing efforts for the Contracts with appropriate regulatory authorities, including FINRA.
f. The Distributor will not distribute any prospectus, sales literature, advertising material or any other printed matter or material relating to the Contracts or the Series, if, to its knowledge, any of the foregoing contains any material misstatements or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Duties of Distributor. The following provisions shall apply to the obligations of OSI as distributor under this Agreement:
(a) Each Fund agrees to sell Shares through OSI, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s prospectus. Such sales may, however, be suspended whenever in the judgment of the Fund it is in the best interests to do so.
(b) OSI will hold itself available to receive or will arrange for the receipt of orders for the purchase of Shares and will (and shall have the authority to) receive and accept or reject or arrange for the receipt and acceptance or rejection of such orders on behalf of each Fund in accordance with the provisions of the Fund’s prospectus.
(c) OSI shall not be obligated to sell any certain number of Shares.
(d) In performing its duties hereunder, OSI shall act in conformity with the Trust’s Agreement and Declaration of Trust, By-Laws, Registration Statement and prospectus, and with the instructions and directions of the officers and Trustees of the Trust, and shall comply with and conform to the requirements of the 1940 Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and all other applicable federal and state laws, regulations and rulings and rules of the Financial Industry Regulatory Authority (“FINRA”).
(e) OSI shall be free to render to others services different from or similar to those rendered to the Funds hereunder so long as the services hereunder are not impaired thereby. It further is understood and agreed that by separate agreement with the Trust, OSI may also serve the Funds in other capacities; that officers or employees of OSI may serve as officers or Trustees of the Trust to the extent permitted by law; and OSI or its officers or employees are not prohibited from engaging in any other business activity or from rendering services to any other entity, or from serving as officers, directors or trustees of any other organizations, including investment companies.
Duties of Distributor. 3.1 Distributor agrees, for the term of this Agreement, that it shall promote and market the Products and Services to prospective customers by:
1. Identifying prospects within the Territory that may benefit from use of the Products and Services
2. Contacting prospects and conducting sales presentations of the Products and Services
3. Performing systems analysis of the customers' applications and providing to Licensor information to assist Licensor in preparing proposals to prospects
4. Assisting Licensor in preparing and obtaining the prospects' execution of customer contracts
5. Forwarding executed customer contracts to Licensor
6. Serving as a point of contact for necessary communications between customers and Licensor with respect to the Products and Services
7. Providing on-site Services and support, including project management, working with customer to create date selection and expansion rules, installing and turning over to customer the data expansion programs and converted application programs
8. Performing all obligations of Distributor under accepted customer contracts
9. Providing account management
3.2 Distributor shall use its best efforts to generate Year 2000 business acceptable to Licensor. Distributor shall diligently and continuously sell, distribute and promote the Products and Services and shall make and maintain adequate arrangements for the distribution of Products and Services. Distributor shall report to Licensor about Distributor's marketing activities and shall provide forecasts to Licensor as may be reasonably requested.
3.3 Distributor shall not during the term of this Agreement represent or offer to represent or market, sell or distribute, in the Territory, computer software products or services that compete directly with the Products or Services.
3.4 In consideration for the grant of exclusivity within the Territory defined herein, Distributor shall pay a fee to Licensor of [***].
Duties of Distributor. The Distributor shall print and distribute to prospective investors Prospectuses, and shall print and distribute, upon request, to prospective investors Statements of Additional Information, and may print and distribute such other sales literature, reports, forms and advertisements in connection with the sale of the Shares as comply with the applicable provisions of federal and state law. In connection with such sales and offers of sale, the Distributor shall give only such information and make only such statements or representations as are contained in the Prospectus, Statement of Additional Information, or in information furnished in writing to the Distributor by the Trust, and the Trust shall not be responsible in any way for any other information, statements or representations given or made by the Distributor or its representatives or agents. Except as specifically provided in this Agreement, the Trust shall bear none of the expenses of the Distributor in connection with its offer and sale of the Shares.
Duties of Distributor. You agree that:
(a) Neither you nor any of your officers will take any long or short position in the Shares;
(b) You shall, upon reasonable request of the Trust, furnish to the Trust any pertinent information required to be inserted with respect to you as General Distributor within the purview of the 1933 Act in any reports or registrations required to be filed with any governmental authority;
(c) You will not make any representations inconsistent with the information contained in the current Prospectus and/or SAI;
(d) You or your agent shall maintain such records relating to your acting as General Distributor of the Trust as may be reasonably required for the Trust or its transfer or shareholder servicing agent to respond to shareholder requests or complaints, and to permit the Trust to maintain proper accounting records, and you shall make such records reasonably available to the Trust and its transfer agent or shareholder servicing agent upon request; and
(e) In performing your obligations under this Agreement, you shall comply with all requirements of a Fund’s current Prospectus and/or SAI and all applicable laws, rules and regulations with respect to the purchase, sale and distribution of Shares.
Duties of Distributor. 4.1 The Distributor, at its own cost and expense, shall use all reasonable commercial efforts to develop and exploit the maximum sales for the entire line of the Products in the Territory. This covenant to use all reasonable commercial efforts shall include without limitation the following obligations:
Duties of Distributor. DISTRIBUTOR covenants and agrees to do each of the following:
(i) DISTRIBUTOR shall use commercially reasonable efforts to promote and sell the Products in the Territory;
(ii) DISTRIBUTOR shall send one person from its sales and marketing organization to COMPANY for training prior to the First Commercial Sale of the Products in the Territory for a period of time mutually agreed upon by the Parties;
(iii) DISTRIBUTOR shall maintain a commercially reasonable stock of the Products in order to promote the Products in the Territory;
(iv) DISTRIBUTOR shall exhibit Products at industry meetings in the Territory;
(v) DISTRIBUTOR shall create and develop a training program for end-user physician customers in the Territory in cooperation with COMPANY; DISTRIBUTOR shall not sell Products to any end-users who have not been trained in the use of the Products.
(vi) DISTRIBUTOR shall confer with COMPANY, from time to time, upon the written request of COMPANY, on matters relating to the marketing and promotion of the Products in the Territory;
(vii) DISTRIBUTOR shall keep COMPANY informed regarding regulatory requirements in the Territory and shall, from time to time, provide COMPANY with updated amendments to Schedule 2 attached hereto; [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(viii) DISTRIBUTOR shall not solicit the sale of, promote the sale of, sell, exhibit for sale, distribute or manufacture any Competing Products in the Territory;
(ix) DISTRIBUTOR shall translate Product literature into the Japanese language when necessary; and
(x) during the term of this Agreement, and for a period of [*] years from the expiration or termination of this Agreement, DISTRIBUTOR, its affiliates, successors and assigns shall not directly solicit or indirectly solicit for employment or hire in any capacity any personnel employed by COMPANY or any affiliate of COMPANY.
Duties of Distributor a. Any selling agreement between Distributor and a Member described in this Section, if any, will provide that:
(i) each Member will distribute the Contracts only in those jurisdictions in which the Contracts are registered or qualified for sale and only through duly licensed registered representatives of the Members who are properly appointed by Insurance Company to sell the Contracts in the applicable jurisdiction(s);
(ii) all applications and initial and subsequent payments under the Contracts collected by the Member will be remitted promptly by the Member to Insurance Company at such address as it may from time to time designate; and
(iii) each Member will comply with all applicable federal and state laws, rules and regulations.
b. The Distributor will promptly provide its registered representatives with, and ensure that they deliver, only the currently effective prospectuses of the Contracts and the Series to existing clients.
c. The Distributor will use reasonable efforts to provide information and marketing assistance to its registered representatives, including preparing and providing such registered representatives with advertising materials and sales literature, and other promotional or marketing materials. The Distributor will provide wholesaling and marketing services with respect to the Contracts.
d. The Distributor will use reasonable efforts to ensure that any sales literature and advertising materials it disseminates with respect to the Contracts conforms with the requirements of all pertinent federal and state laws and rules and regulations thereunder.
e. The Distributor will be responsible for filing sales literature and advertising materials, where necessary, used in connection with its marketing efforts for the Contracts with appropriate regulatory authorities, including FINRA.
f. The Distributor will not distribute any prospectus, sales literature, advertising material or any other printed matter or material relating to the Contracts or the Series, if, to its knowledge, any of the foregoing contains any material misstatements or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
