Common use of Qualification of Shares Clause in Contracts

Qualification of Shares. We will make available to you a list of the states or other jurisdictions in which Fund Shares have satisfied applicable requirements for offer and sale or are exempt from any such requirements, which list may be revised from time to time and we will give you notice of those revisions. You will offer or sell Shares (i) only in such states or jurisdictions and (ii) only under circumstances that will result in compliance with the Federal and state securities laws. In connection with sales and offers to sell Shares, you or your agent will furnish to each person to whom any such sale or offer is being made a copy of the Prospectus for the applicable Fund(s). We shall be under no liability to you except for lack of good faith and for obligations expressly assumed by us herein. We act solely as agent for the Funds and are not responsible for qualifying the Funds or their Shares for sale in any jurisdiction. We also are not responsible for the issuance, form, validity, enforceability or value of Shares of the Funds. Nothing herein contained, however, shall be deemed to be a condition, stipulation or provision binding any persons acquiring any security to waive compliance with any provisions of the Securities Act of 1933, or of the Rules and Regulations of the Securities Exchange Commission or to relieve the parties hereto from any liability arising under the Securities Act of 1933.

Qualification of Shares. We will make available to you a list of the states or other jurisdictions in which Fund Shares have satisfied applicable requirements for offer and sale or are exempt from any such requirements, which list may be revised from time to time and we will give you notice of those revisionstime. You will offer or sell Shares (i) only in such states or jurisdictions and (ii) only under circumstances that will result in compliance with the Federal and state securities laws. In connection with sales and offers to sell Shares, you or your agent will furnish to each person to whom any such sale or offer is being made a copy of the Prospectus for the applicable Fund(s). We shall be under no liability to you except for lack of good faith and for obligations expressly assumed by us herein. We act solely as agent for the Funds and are not responsible for qualifying the Funds or their Shares for sale in any jurisdiction. We also are not responsible for the issuance, form, validity, enforceability or value of Shares of the Funds. Nothing herein contained, however, shall be deemed to be a condition, stipulation or provision binding any persons acquiring any security to waive compliance with any provisions of the Securities Act of 1933, or of the Rules and Regulations of the Securities Exchange Commission or to relieve the parties hereto from any liability arising under the Securities Act of 1933.