Common use of Duties as Distributor Clause in Contracts

Duties as Distributor. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Class Shares, and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Distributor agrees that all solicitations for subscriptions to Class Shares shall be made in accordance with the Charter, the Registration Statement and the By-Laws, to the extent such documents have been provided to the Distributor, and in accordance with the Prospectus and the SAI, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any state or other jurisdiction in which solicitations are then being made, or of any rules and regulations made or adopted by duly authorized agencies thereunder, including without limitation those promulgated by the Securities and Exchange Commission (the "SEC"); provided that the Distributor shall not be deemed to have violated any state securities laws if it has acted in good faith and in accordance with the Blue Sky Report. In carrying out its obligations hereunder, the Distributor shall: (a) provide to the Fund's Board of Directors, at least quarterly, a written report of the amounts expended in connection with all distribution services rendered pursuant to this Agreement, including an explanation of the purposes (such as commissions, advertising, printing, interest, carrying charges and any allocated overhead expenses) for which such expenditures were made; (b) monitor the arrangements pertaining to the Fund's Shareholder Servicing Agreements ("Servicing Agreements") with shareholders of record, other than broker/dealers, that are banks that are affiliated with PNC Financial Corp ("Service Organizations"), including among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with the Fund to ensure that such entities are banks affiliated with PNC Financial Corp and that they are capable of performing their duties as set forth in the Servicing Agreements, assisting in the execution and delivery of Servicing Agreements, reporting to the Board of Directors with respect to the amounts paid or payable by the Fund from time to time under its Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with its monitoring duties; and (c) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into effect the distribution of the Class Shares.

Duties as Distributor. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Class Shares, and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Distributor agrees that all solicitations for subscriptions to Class Shares shall be made in accordance with the Charter, the Registration Statement and the By-Laws, to the extent such documents have been provided to the Distributor, and in accordance with the Prospectus and the SAI, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any state or other jurisdiction in which solicitations are then being made, or of any rules and regulations made or adopted by duly authorized agencies thereunder, including without limitation those promulgated by the Securities and Exchange Commission (the "SEC"); provided that the Distributor shall not be deemed to have violated any state securities laws if it has acted in good faith and in accordance with the Blue Sky Report. In carrying out its obligations hereunder, the Distributor shall: (a) provide to the Fund's Board of Directors, at least quarterly, a written report of the amounts expended in connection with all distribution services rendered pursuant to this Agreement, including an explanation of the purposes (such as commissions, advertising, printing, interest, carrying charges and any allocated overhead expenses) for which such expenditures were made; (b) monitor the arrangements pertaining to the Fund's Shareholder Servicing Agreements ("Servicing Agreements") with shareholders of record, other than broker/dealers, that are banks that are affiliated with The PNC Financial Corp Services Group, Inc. ("Service Organizations"), including among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with the Fund to ensure that such entities are banks affiliated with The PNC Financial Corp Services Group, Inc. and that they are capable of performing their duties as set forth in the Servicing Agreements, assisting in the execution and delivery of Servicing Agreements, reporting to the Board of Directors with respect to the amounts paid or payable by the Fund from time to time under its Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with its monitoring duties; and (c) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into effect the distribution of the Class Shares.

Duties as Distributor. (a) The Distributor agrees shall be responsible for distributing the Shares to qualified investors located in Switzerland. Subject to paragraph (b) of this Clause 4.1, the Distributor shall use appropriate efforts reasonable endeavours; (i) to solicit orders for promote the sale of Class Sharesand to procure purchasers for the Shares and shall have the authority to select and appoint sales agents in relation to the Shares provided however that the Distributor may, in its absolute discretion, determine not to sell Shares to any investor; (ii) to circulate information relating to the Company and will undertake the Shares to potential investors and other interested parties including such advertising and promotion sales documents and/or promotional brochures as it believes is reasonable in connection with deems appropriate provided that such solicitation. The Distributor agrees that all solicitations for subscriptions to Class Shares sales documents and/or promotional brochures shall be made in accordance with the Charter, the Registration Statement and the By-Laws, available to the extent such documents have been Company upon request and provided to the Distributor, and in accordance with the Prospectus and the SAI, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any state or other jurisdiction in which solicitations are then being made, or of any rules and regulations made or adopted by duly authorized agencies thereunder, including without limitation those promulgated by the Securities and Exchange Commission (the "SEC"); provided further that the Distributor shall not make any representations in such sales documents and/or promotional brochures or otherwise which are inconsistent with those made in the Prospectus or which are not contained in the Prospectus; (iii) to obtain such approval for any sales documents and/or promotional brochures relating to the Company and the Shares circulated by the Distributor to the extent legally required by the supervisory authorities in any relevant jurisdiction prior to their use; and (iv) to advise the Company concerning all actions which it appears to the Distributor that the Company should consider taking in order to achieve the best promotion of investment interest in the Shares. (b) Without limiting the generality of paragraph (a) of this Clause the Distributor: (i) shall not in connection with its duties and functions as Distributor pledge or purport to pledge the credit of the Company or accept or make any contract binding upon the Company; (ii) shall not make or purport to make any representation or give or make or purport to make any warranty on behalf of the Company; (iii) shall observe the terms and conditions relating to the promotion of the Company and to the issue and sale of the Shares whether contained in the sales documentation issued by the Company (including the Prospectus) or by any directions of the Company notified to the Distributor or imposed by any applicable rules, laws or regulations (including but not limited to those having the force of law in any country or territory in which the Distributor is promoting the Company or the Shares or in which any investor or potential investor in the Company or the Shares is resident or of which such investor is a citizen or national) and, in particular, but without limitation, the Distributor shall use reasonable endeavours not to promote the Company to, or procure or seek to procure subscriptions for the Shares from, any person (whether an individual, firm or corporation) who is not eligible by reason of nationality or otherwise, to invest in the Company; (iv) shall comply with all applicable laws relating to the identification and verification of clients and relating specifically to anti-money laundering requirements. In particular, the Distributor shall be deemed to have violated any state securities laws if it has acted in good faith responsible for verifying the identity of all successful applicants for Shares and carrying out ongoing monitoring of Shareholder activity in accordance with, and for the purposes of ensuring compliance by the Company with, the applicable law and any relevant guidance notes issued by the relevant regulatory authorities or industry bodies in this regard. In addition, the Distributor shall, on request, provide the Company with copies of all documentation and information held on file relating to each Shareholder and shall immediately notify the Company of any concerns, in connection with any Shareholder introduced to the Company by the Distributor or in the event that any circumstances appearing to be suspicious relating to my such Shareholder, come to the attention of the Distributor; (v) shall forward all original application and redemption forms received by it in respect of subscriptions for, and redemptions of, Shares to the Company in a timely manner; (vi) shall directly or indirectly offer, sell or deliver any of the Shares only to qualified investors located in Switzerland; and (vii) confirms and warrants that it is authorised to carry out its duties hereunder. (c) The Distributor undertakes to the Company that it shall only distribute, either directly or through affiliated companies or in collaboration with authorised agents, such sales documents and/or promotional brochures as have been approved by the Company or its agents authorised to provide such approval. The Distributor shall not circulate any Prospectus which has been withdrawn or supplemented (except in the latter case with the Blue Sky Report. In carrying out appropriate supplement). (d) Notwithstanding its obligations duties hereunder, the Distributor shallshall be entitled to provide services of a similar nature or otherwise to any other person, firm or corporation (provided that the provision of its services hereunder is not impaired thereby) and the Distributor shall not be liable to account for any profit earned from any such transaction. 4.2. The parties acknowledge and agree that each of them will comply with their respective obligations under relevant regulations related to data protection (“Data Privacy Rules ), including the Data Protection Acts 1988 and 2003 (as amended from time to time)(The “DPA”), including any protections with respect to the receipt of or access of personal data (“Personal Data”). The parties agree as follows: (a) provide for the purpose of Data Privacy Rules and to the Fund's Board of Directorsextent that the Distributor processes Personal Data relating to applicants for Shares, at least quarterly, the Distributor shall be a written report data processor within the meaning of the amounts expended DPA (“Data Processor”) whose business consists wholly or partly in connection with all distribution services rendered pursuant to this Agreement, including an explanation processing Personal Data on behalf of the purposes Company and the Company shall be a data controller within the meaning of the DPA (such as commissions“Data Controller”) who either alone, advertisingjointly or with others determines and controls the contents, printing, interest, carrying charges use and any allocated overhead expenses) for which such expenditures were mademeans of processing of the Personal Data; (b) monitor the arrangements pertaining Distributor to the Fund's Shareholder Servicing Agreements ("Servicing Agreements"extent that it is a Data Processor as described in Clause 4.2(a) with shareholders shall only process the Personal Data for the purpose of recordproviding the distribution services described in this agreement. The Distributor shall take reasonable technical and organisational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, other than broker/dealersalteration, that are banks that are affiliated with PNC Financial Corp ("Service Organizations"), including among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with the Fund to ensure that such entities are banks affiliated with PNC Financial Corp and that they are capable of performing their duties as set forth in the Servicing Agreements, assisting in the execution and delivery of Servicing Agreements, reporting to the Board of Directors with respect to the amounts paid or payable by the Fund from time to time under its Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with its monitoring dutiesunauthorised disclosure or access; and (c) takeeach party shall comply with applicable law or regulations in relation to the Personal Data. Nothing in this Agreement shall be construed as preventing either party from taking such steps as are necessary to comply Data Privacy Rules. 4.3. Nothing in this Section 4 shall require the Distributor to take or not to take any action if, on behalf in the reasonable opinion of the FundDistributor, all actions the taking or failure to take such action would or might be in contravention of any law or regulation to which appear it is subject or of any guide or code which it is considered good practice to follow in any market in which it carries on business or would or might give rise to any damage to or loss of its goodwill or reputation. 4.4. Notwithstanding any other provisions of this Agreement, nothing herein shall oblige the Distributor to provide any service or to do anything which would constitute the provision of “investment services” or “investment advice” as such terms are defined within the European Communities (Markets in Financial Instruments) Regulations, 2007, as amended. 4.5. The Distributor hereby acknowledges to the Fund necessary Company that it has reviewed and understood the Prospectus, the Declaration of Trust and any SEC guidance relating to carry into effect collective investment schemes in transferable securities such as the distribution Company and hereby undertakes to act in accordance therewith in discharging its duties hereunder. 4.6. The Distributor shall liaise with, and provide such assistance to, the Auditors, the Custodian, and other agents of the Class SharesCompany as may be reasonably required.