Common use of GENERAL DUTIES OF DEALER Clause in Contracts

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for us, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares only from us or from your customers. (c) To enter orders for the purchase of shares made through Dealer and to furnish us with copies of such records on request. (d) To purchase shares from us only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us with copies of such records on request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly undertake to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us the full concession allowed to Dealer on such orders. We shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us from the requirements of this subparagraph. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our part or on the part of the Funds, or at our option, we may sell the shares which Dealer ordered back to the Funds, in which latter case we may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us resulting from Dealer's failure to make payment. We shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may refuse to liquidate the investment unless we receive the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we may buy the shares redeemed on behalf of the Fund, in which latter case we may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the SEC, NASD and, if applicable, NSCC with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for us, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares only from us or from your customers. (c) To enter orders for the purchase of shares made through Dealer and to furnish us with copies of such records on request. (d) To purchase shares from us only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us with copies of such records on request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly undertake to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us the full concession allowed to Dealer on such orders. We shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us from the requirements of this subparagraph. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our part or on the part of the Funds, or at our option, we may sell the shares which Dealer ordered back to the Funds, in which latter case we may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us resulting from Dealer's failure to make payment. We shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may refuse to liquidate the investment unless we receive the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we may buy the shares redeemed on behalf of the Fund, in which latter case we may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the SEC, NASD and, if applicable, NSCC with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for us, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares of the Funds only from us or from your customers. (c) To enter orders for the purchase of shares made through Dealer and to furnish us with copies of such records on request. (d) To purchase shares from us only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us with copies of such records on request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly undertake to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the a Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the a Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us the full concession allowed to Dealer on such orders. We shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us from the requirements of this subparagraph[This section is purposely left blank]. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our part or on the part of the Funds, or at our option, we may sell the shares which Dealer ordered back to the Funds, in which latter case we may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us resulting from Dealer's failure to make payment. We shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may refuse to liquidate the investment unless we receive the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we may buy the shares redeemed on behalf of the a Fund, in which latter case we may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE New York Stock Exchange ("NYSE") market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the Securities and Exchange Commission ("SEC), NASD FINRA and, if applicable, NSCC the National Securities Clearing Corporation ("NSCC") with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for us, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares only from us or from your customers. (c) To enter orders for the purchase of shares made through Dealer and to furnish us with copies of such records on request. (d) To purchase shares from us only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us with copies of such records on request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly undertake to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us the full concession allowed to Dealer on such orders. We shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us from the requirements of this subparagraph. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our part or on the part of the Funds, or at our option, we may sell the shares which Dealer ordered back to the Funds, in which latter case we may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us resulting from Dealer's failure to make payment. We shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may refuse to liquidate the investment unless we receive the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we may buy the shares redeemed on behalf of the Fund, in which latter case we may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the SEC, NASD FINRA and, if applicable, NSCC with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for us, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares of the Funds only from us or from your customers. (c) To enter orders for the purchase of shares made through Dealer and to furnish us with copies of such records on request. (d) To purchase shares from us only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us with copies of such records on request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly undertake to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the a Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the a Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us the full concession allowed to Dealer on such orders. We shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us from the requirements of this subparagraph[This section is purposely left blank]. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our part or on the part of the Funds, or at our option, we may sell the shares which Dealer ordered back to the Funds, in which latter case we may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us resulting from Dealer's failure to make payment. We shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may refuse to liquidate the investment unless we receive the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we may buy the shares redeemed on behalf of the a Fund, in which latter case we may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE New York Stock Exchange ("NYSE") market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the Securities and Exchange Commission ("SEC), NASD and, if applicable, NSCC the National Securities Clearing Corporation ("NSCC") with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for us, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares of the Funds only from us or from your customers. (c) To enter orders for the purchase of shares made through Dealer and to furnish us with copies of such records on request. (d) To purchase shares from us only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us with copies of such records on request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly undertake to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us the full concession allowed to Dealer on such orders. We shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us from the requirements of this subparagraph[This section is purposely left blank]. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our part or on the part of the Funds, or at our option, we may sell the shares which Dealer ordered back to the Funds, in which latter case we may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us resulting from Dealer's failure to make payment. We shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us on behalf of a purchaser. We may refuse to liquidate the investment unless we receive the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we may buy the shares redeemed on behalf of the Fund, in which latter case we may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE New York Stock Exchange ("NYSE") market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the Securities and Exchange Commission ("SEC), NASD and, if applicable, NSCC the National Securities Clearing Corporation ("NSCC") with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for usDistributor, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares of the Funds only from us or from your customersDistributor. (c) To enter orders for the purchase of shares made through Dealer and to furnish us Distributor with copies of such records on upon reasonable request. (d) To purchase shares from us Distributor only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us Distributor with copies of such records on upon reasonable request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we Distributor expressly undertake undertakes to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us Distributor the full concession allowed to Dealer on such orders. We Distributor shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We Distributor shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us Distributor from the requirements of this subparagraph. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our Distributor's part or on the part of the Funds, or at our Distributor's option, we Distributor may sell the shares which Dealer ordered back to the Funds, in which latter case we Distributor may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us Distributor resulting from Dealer's failure to make payment. We Distributor shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us Distributor on behalf of a purchaser. We Distributor may refuse to liquidate the investment unless we receive Distributor receives the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we Distributor may buy the shares redeemed on behalf of the Fund, in which latter case we Distributor may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us Distributor resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the SEC, NASD and, if applicable, NSCC with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for usDistributor, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares of the Funds only from us or from your customersDistributor. (c) To enter orders for the purchase of shares made through Dealer and to furnish us Distributor with copies of such records on upon reasonable request. (d) To purchase shares from us Distributor only for the purpose of covering purchase orders already received or for your own bonafide bona fide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us Distributor with copies of such records on upon reasonable request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we Distributor expressly undertake undertakes to do so on your behalf. (g) That Dealer will not withhold placing customers' orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's original order, Dealer shall refund to us Distributor the full concession allowed to Dealer on such orders. We Distributor shall pay to the appropriate Fund our share, if any, of the "charge" on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We Distributor shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us Distributor from the requirements of this subparagraph. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our Distributor's part or on the part of the Funds, or at our Distributor's option, we Distributor may sell the shares which Dealer ordered back to the Funds, in which latter case we Distributor may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us Distributor resulting from Dealer's failure to make payment. We Distributor shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us Distributor on behalf of a purchaser. We Distributor may refuse to liquidate the investment unless we receive Distributor receives the purchaser's signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we Distributor may buy the shares redeemed on behalf of the Fund, in which latter case we Distributor may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us Distributor resulting from Dealer's failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's orders received after the NYSE market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the Securities and Exchange Commission (the "SEC"), NASD FINRA and, if applicable, NSCC the National Securities Clearing Corporation (the "NSCC") with respect to the receipt and transmission of your customer's orders.

GENERAL DUTIES OF DEALER. Dealer agrees: (a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. Dealer shall not have any authority to act as agent for the issuer (the Funds), for usDistributor, or for any other dealer in any respect, nor will Dealer represent to any third party that Dealer has such authority or is acting in such capacity. (b) To purchase shares of the Funds only from us or from your customersDistributor. (c) To enter orders for the purchase of shares made through Dealer and to furnish us Distributor with copies of such records on upon reasonable request. (d) To purchase shares from us Distributor only for the purpose of covering purchase orders already received or for your own bonafide investment. (e) To maintain records of all sales and redemptions of shares made through Dealer and to furnish us Distributor with copies of such records on upon reasonable request. (f) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we Distributor expressly undertake undertakes to do so on your behalf. (g) That Dealer will not withhold placing customers' ’ orders for shares so as to profit itself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint. (h) That Dealer will not purchase any shares from its customers at prices lower than the redemption or repurchase prices then quoted by the Fund. Dealer shall, however, be permitted to sell shares for the account of its record owners to the Fund at the repurchase prices currently established for such shares and may charge the owner a fair commission for handling the transaction. (i) That if any shares confirmed to Dealer hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of Dealer's ’s original order, Dealer shall refund to us Distributor the full concession allowed to Dealer on such orders. We Distributor shall pay to the appropriate Fund our share, if any, of the "“charge" ” on the original sale and shall also pay to such Fund the refund from Dealer as herein provided. We Distributor shall notify Dealer of such repurchase or redemption within a reasonable time after settlement. Termination or cancellation of this Agreement shall not relieve Dealer or us Distributor from the requirements of this subparagraph. (j) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without any responsibility or liability on our Distributor’s part or on the part of the Funds, or at our Distributor’s option, we Distributor may sell the shares which Dealer ordered back to the Funds, in which latter case we Distributor may hold Dealer responsible for any loss to the Funds or loss of profit suffered by us Distributor resulting from Dealer's ’s failure to make payment. We Distributor shall have no liability for any check or other item returned unpaid to Dealer after Dealer has paid us Distributor on behalf of a purchaser. We Distributor may refuse to liquidate the investment unless we receive Distributor receives the purchaser's ’s signed authorization for the liquidation. (k) That Dealer shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that Dealer will immediately pay such loss to the Funds upon notification. (l) That if on a redemption which Dealer has ordered, instructions in proper form form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled without any responsibility or liability on our part or on the part of any Fund, or at our option, we Distributor may buy the shares redeemed on behalf of the Fund, in which latter case we Distributor may hold Dealer responsible for any loss to the Fund or loss of profit suffered by us Distributor resulting from Dealer's ’s failure to settle the redemption. (m) That Dealer has implemented and will maintain effective internal procedures and controls with respect to the transmission and communication of orders for Fund transactions that are reasonably designed to prevent or detect on a timely basis your customer's ’s orders received after the NYSE market close from being aggregated with orders received before the NYSE market close, and to minimize errors that could result in the late transmission of orders to the Funds. Dealer separately represents that it will comply with all rules and regulations of the SEC, NASD FINRA and, if applicable, NSCC with respect to the receipt and transmission of your customer's ’s orders.