Common use of COMPLIANCE; INSTRUCTIONS; UNCONTROLLABLE EVENTS; INDEMNIFICATION Clause in Contracts

COMPLIANCE; INSTRUCTIONS; UNCONTROLLABLE EVENTS; INDEMNIFICATION. a. Service Provider Not Responsible. Service Provider is not responsible for and shall have no liability with respect to: (i) any information contained in any Fund's prospectus, statement of additional information, registration statement, annual or periodic report, proxy statement or advertising or marketing materials (except for advertising or marketing materials prepared by Service Provider that is not accurately derived from information created by Company, any Fund or any "affiliated person," as defined in the rules pursuant to the 1940 Act (each an "Affiliate")); (ii) the tabulation of returned proxies; (iii) the registration or qualification of shares of each Fund in accordance with applicable federal and state laws; (iv) the compliance or failure to comply by Company, any Fund or any Affiliate with the 1940 Act and Investment Advisers Act of 1940, as amended, or other applicable federal and state laws, including the rules and regulations of the same; (v) the compliance or failure to comply by Company, any Fund or any Affiliate with the rules and regulations of any self-regulatory organization with jurisdiction over Company, such Fund or such Affiliate. b. Company Not Responsible. Company shall not be responsible for (i) any Service Provider representation concerning a Fund when such representation was not included in a Fund's prospectus, statement of additional information or advertising or marketing material and was not approved by Company in writing; or (ii) the compliance or failure to comply by Service Provider with any applicable federal or state law, rule, or regulation or the rules and regulations of any self-regulatory organization with jurisdiction over Service Provider, except to the extent that the failure to comply by Service Provider is caused by the failure of Company, any Fund, or any Affiliate to comply with any applicable law, rule, or regulation or such party's breach of this Agreement.

COMPLIANCE; INSTRUCTIONS; UNCONTROLLABLE EVENTS; INDEMNIFICATION. a. Service Provider Not ResponsibleSERVICE PROVIDER NOT RESPONSIBLE. Service Provider is not responsible for and shall have no liability with respect to: (i) any information contained in any Fund's prospectus, statement of additional information, registration statement, annual or periodic report, proxy statement or advertising or marketing materials (except for advertising or marketing materials prepared by Service Provider that is not accurately derived from information created by Company, any Fund or any "affiliated person," as defined in the rules pursuant to the 1940 Act (each an "Affiliate")); (ii) the tabulation of returned proxies; (iii) the registration or qualification of shares of each Fund in accordance with applicable federal and state laws; (iv) the compliance or failure to comply by Company, any Fund or any Affiliate with the 1940 Act and Investment Advisers Act of 1940, as amended, or other applicable federal and state laws, including the rules and regulations of the same; (v) the compliance or failure to comply by Company, any Fund or any Affiliate with the rules and regulations of any self-regulatory selfregulatory organization with jurisdiction over Company, such Fund or such Affiliate. b. Company Not ResponsibleCOMPANY NOT RESPONSIBLE. Company shall not be responsible for (i) any Service Provider representation concerning a Fund when such representation was not included in a Fund's prospectus, statement of additional information or advertising or marketing material and was not approved by Company in writing; or (ii) the compliance or failure to comply by Service Provider with any applicable federal or state law, rule, or regulation or the rules and regulations of any self-regulatory organization with jurisdiction over Service Provider, except to the extent that the failure to comply by Service Provider is caused by the failure of Company, any Fund, or any Affiliate to comply with any applicable law, rule, or regulation or such party's breach of this Agreement.