Common use of Qualification to Act Clause in Contracts

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement. c. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund. d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASD. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;

Qualification to Act. a. You represent 9.01 The Participating Dealer hereby represents that you are it is either (a) a member in good standing of the NASD FINRA or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have has been duly authorized by proper corporate action to enter into this Agreement and to perform your its obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your Participating Dealer's corporate records. b. 9.02 If you are the Participating Dealer is a member of the NASDFINRA, your its expulsion or suspension from the NASD FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are Participating Dealer is exempt under federal and state securities laws from registration as a broker or dealer, you represent Participating Dealer represents that you possess it possesses the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you Participating Dealer no longer possess possesses such authority. You agree Participating Dealer agrees that you it will not offer Shares to persons in any jurisdiction in which you it may not lawfully make such offer due to the fact that you have it has not registered under, or are is not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree The Participating Dealer agrees to immediately notify us the Distributor in writing of any such action or event that shall cause termination of this Agreement. c. You agree 9.03 The Participating Dealer agrees that each partner, director, officer, employee or agent of yours Participating Dealer who will participate or otherwise be involved in the offer or sale of the shares Shares of the Fund Funds or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer Participating Dealer offers and sell sells Shares of the FundFunds. d. You agree 9.04 The Participating Dealer agrees that in performing the services under this Agreement, you it will at all times will comply with the Conduct Rules of the NASDFINRA, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASDFINRA. Without limiting the generality of the foregoing, you agree Participating Dealer agrees to provide your its Customers a written notice regarding the availability of the NASD FINRA Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct FINRA Rule 22802267. The notice shall contain (i) the Program hotline telephone number;

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD National Association of Securities Dealers, Inc. (the "NASD") or (b) exempt under federal and state securities laws from registration a bank as a broker or dealerdefined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. . If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker bank, or dealera subsidiary or an affiliate of a bank, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable lawbanking laws and regulations, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement. c. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale If you are a member of the shares of the Fund or the performance by NASD, you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund. d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, NASD and any other regulations or guidelines issued by the NASD. Without limiting You agree that you will not combine customer orders to reach breakpoints in commissions for any purposes whatsoever unless authorized by the generality then current Prospectus in respect of Shares of a particular class or by us in writing. You also agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. In determining the amount payable to you hereunder, we reserve the right to exclude any sales, which we reasonably determine are not made in accordance with the terms of the foregoing, you agree to provide your Customers a written notice regarding the availability Prospectus and provisions of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;Agreement.

Qualification to Act. a. You represent 9.01 The Participating Dealer hereby represents that you are it is either (a) a member in good standing of the NASD FINRA or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have has been duly authorized by proper corporate action to enter into this Agreement and to perform your its obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your Participating Dealer's corporate records. b. 9.02 If you are the Participating Dealer is a member of the NASDFINRA, your its expulsion or suspension from the NASD FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are Participating Dealer is exempt under federal and state securities laws from registration as a broker or dealer, you represent Participating Dealer represents that you possess it possesses the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you Participating Dealer no longer possess possesses such authority. You agree Participating Dealer agrees that you it will not offer Shares to persons in any jurisdiction in which you it may not lawfully make such offer due to the fact that you have it has not registered under, or are is not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree The Participating Dealer agrees to immediately notify us the Distributor in writing of any such action or event that shall cause termination of this Agreement. c. You agree 9.03 The Participating Dealer agrees that each partner, director, officer, employee or agent of yours Participating Dealer who will participate or otherwise be involved in the offer or sale of the shares Shares of the Fund Funds or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer Participating Dealer offers and sell sells Shares of the FundFunds. d. You agree 9.04 The Participating Dealer agrees that in performing the services under this Agreement, you it will at all times will comply with the Conduct Rules of the NASDFINRA, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASDFINRA. Without limiting the generality of the foregoing, you agree Participating Dealer agrees to provide your its Customers a written notice regarding the availability of the NASD FINRA Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;

Qualification to Act. a. You represent 9.01 The Participating Dealer hereby represents that you are it is either (a) a member in good standing of the NASD FINRA or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have has been duly authorized by proper corporate action to enter into this Agreement and to perform your its obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your Participating Dealer’s corporate records. b. 9.02 If you are the Participating Dealer is a member of the NASDFINRA, your its expulsion or suspension from the NASD FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are Participating Dealer is exempt under federal and state securities laws from registration as a broker or dealer, you represent Participating Dealer represents that you possess it possesses the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you Participating Dealer no longer possess possesses such authority. You agree Participating Dealer agrees that you it will not offer Shares to persons in any jurisdiction in which you it may not lawfully make such offer due to the fact that you have it has not registered under, or are is not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree The Participating Dealer agrees to immediately notify us the Distributor in writing of any such action or event that shall cause termination of this Agreement. c. You agree 9.03 The Participating Dealer agrees that each partner, director, officer, employee or agent of yours Participating Dealer who will participate or otherwise be involved in the offer or sale of the shares Shares of the Fund Funds or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer Participating Dealer offers and sell sells Shares of the FundFunds. d. You agree 9.04 The Participating Dealer agrees that in performing the services under this Agreement, you it will at all times will comply with the Conduct Rules of the NASDFINRA, particularly Conduct Rule 2830, and any other regulations or guidelines issued by FINRA insofar as such rules and regulations and guidelines are applicable to the NASDParticipating Dealer and the transctions at issue. Without limiting the generality of the foregoing, you agree Participating Dealer agrees to provide your its Customers a written notice regarding the availability of the NASD FINRA Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct FINRA Rule 22802267, insofar as such rule is applicable to the Participating Dealer and the transactions at issue. The notice shall contain (i) the Program hotline telephone number;; (ii) the FINRA Regulation web site address; and (iii) a statement as to the availability to its Customers of an investor brochure from FINRA that includes information describing the Public Disclosure Program. 9.05 The Participating Dealer agrees that it is responsible for knowing the provisions and policies of each Fund related to breakpoints and for applying those provisions and policies to the sale of Shares. Moreover, Participating Dealer agrees that it will not combine Customer orders to reach breakpoints in commissions or for any other purposes whatsoever unless authorized by the then current Prospectus or expressly permitted by the Distributor in writing. Participating Dealer further agrees that it will not withhold placing Customers’ orders for Shares so as to profit 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 a breakpoint. The Participating Dealer further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. Finally, the Participating Dealer agrees to maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that Customers are apprised of and receive breakpoint opportunities. The Participating Dealer agrees to provide Distributor, upon reasonable request, with a copy of such policies and procedures and such other documentation that will allow Distributor to satisfy its supervisory and/or compliance obligations under the applicable laws, rules and regulations of FINRA and the SEC. 9.06 The Participating Dealer agrees to be bound by and to comply with all applicable federal and state laws and rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of such shares.

Qualification to Act. a. You represent 9.01 The Participating Dealer hereby represents that you are it is either (a) a member in good standing of the NASD FINRA or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have has been duly authorized by proper corporate action to enter into this Agreement and to perform your its obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your Participating Dealer’s corporate records. b. 9.02 If you are the Participating Dealer is a member of the NASDFINRA, your its expulsion or suspension from the NASD FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are Participating Dealer is exempt under federal and state securities laws from registration as a broker or dealer, you represent Participating Dealer represents that you possess it possesses the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you Participating Dealer no longer possess possesses such authority. You agree Participating Dealer agrees that you it will not offer Shares to persons in any jurisdiction in which you it may not lawfully make such offer due to the fact that you have it has not registered under, or are is not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree The Participating Dealer agrees to immediately notify us the Distributor in writing of any such action or event that shall cause termination of this Agreement. c. You agree 9.03 The Participating Dealer agrees that each partner, director, officer, employee or agent of yours Participating Dealer who will participate or otherwise be involved in the offer or sale of the shares Shares of the Fund Funds or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer Participating Dealer offers and sell sells Shares of the FundFunds. d. You agree 9.04 The Participating Dealer agrees that in performing the services under this Agreement, you it will at all times will comply with the Conduct Rules of the NASDFINRA, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASDFINRA. Without limiting the generality of the foregoing, you agree Participating Dealer agrees to provide your its Customers a written notice regarding the availability of the NASD FINRA Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct FINRA Rule 22802267. The notice shall contain (i) the Program hotline telephone number;; (ii) the FINRA Regulation web site address; and (iii) a statement as to the availability to its Customers of an investor brochure from FINRA that includes information describing the Public Disclosure Program. 9.05 The Participating Dealer agrees that it is responsible for knowing the provisions and policies of each Fund related to breakpoints and for applying those provisions and policies to the sale of Shares. Moreover, Participating Dealer agrees that it will not combine Customer orders to reach breakpoints in commissions or for any other purposes whatsoever unless authorized by the then current Prospectus or expressly permitted by the Distributor in writing. Participating Dealer further agrees that it will not withhold placing Customers’ orders for Shares so as to profit 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 a breakpoint. The Participating Dealer further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. Finally, the Participating Dealer agrees to maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that Customers are apprised of and receive breakpoint opportunities. The Participating Dealer agrees to provide Distributor, upon reasonable request, with a copy of such policies and procedures and such other documentation that will allow Distributor to satisfy its supervisory and/or compliance obligations under the applicable laws, rules and regulations of FINRA and the SEC. 9.06 The Participating Dealer agrees to be bound by and to comply with all applicable federal and state laws and rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of such shares.

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD FINRA or (b) exempt under federal and state securities laws from registration as a broker or dealer, and . You further represent that you have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. If you are a member of the NASDFINRA, your expulsion or suspension from the NASD FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that because you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement. c. You agree that each partner, director, officer, employee employee, or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund Shares or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the FundShares. d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, FINRA and any other regulations or guidelines issued by the NASDFINRA. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD FINRA Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD as required by the FINRA Conduct Rule 2280Rules. The notice shall contain (i) the Program hotline telephone number;; the FINRA Regulation website address; and (iii) a statement as to the availability to your Customers of an investor brochure from the FINRA that includes information describing the Public Disclosure Program. e. You agree that you are responsible for knowing the provisions and policies of the Funds related to breakpoints and for applying those provisions and policies to the sale of Shares to Customers. Moreover, you agree that you will not combine customer orders to reach breakpoints in commissions or for any other purposes whatsoever unless authorized by the then current Prospectus or by us in writing. You further agree that you will not withhold placing customers’ orders for Shares so as to profit yourself 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 a breakpoint. You further agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. Finally, you agree to maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that customers are apprised of, and receive, breakpoint opportunities. You agree to provide us, upon reasonable request, with a copy of such policies and procedures and such other documentation that will allow us to satisfy our supervisory or compliance obligations under the applicable laws, rules and regulations of the FINRA and the SEC. f. You agree to be bound by and to comply with all applicable federal and state laws and rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual funds shares or classes of such shares.

Qualification to Act. a. You represent that you are either (a) a member in -------------------- good standing of the NASD National Association of Securities Dealers, Inc. (the "NASD") or (b) exempt under federal and state securities laws from registration a bank as a broker or dealerdefined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. . If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker bank, or dealera subsidiary or an affiliate of a bank, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable lawbanking laws and regulations, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement. c. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale If you are a member of the shares of the Fund or the performance by NASD, you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund. d. You agree that in performing the services under this Agreement, you at all times will comply with the Rules of Conduct Rules of the NASD, particularly including, without limitation, the provisions of Rule of Conduct Rule 2830, 2830 of such Rules and any other regulations or guidelines issued by the NASD. Without limiting You agree that you will not combine customer orders to reach breakpoints in commissions for any purposes whatsoever unless authorized by the generality then current Prospectus in respect of Shares of a particular class or by us in writing. You also agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. In determining the amount payable to you hereunder, we reserve the right to exclude any sales which we reasonably determine are not made in accordance with the terms of the foregoing, you agree to provide your Customers a written notice regarding the availability Prospectus and provisions of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;Agreement.

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement. c. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund. d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASD. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;the

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD FINRA or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. If you are a member of the NASDFINRA, your expulsion or suspension from the NASD FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement. c. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund Funds or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the FundFunds. d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASDFINRA, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASDFINRA. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;the

Qualification to Act. a. You represent Each party to this Agreement represents to the other party that you are it is either (a) a member in good standing registered broker-dealer under the Securities Exchange Act of 1934, as amended (the NASD “Exchange Act”) or (b) exempt under federal and state securities laws from registration a “bank” as defined in Section 3(a)(6) of the Exchange Act that is not required to register as a broker or dealer, and have broker-dealer under the Exchange Act. Each party further represents to the other party that it has been duly authorized by proper corporate action to enter into this Agreement and to perform your its obligations hereunder. If the party is a registered broker-dealer, evidence of which corporate action shall be properly maintained such party represents that it is qualified to act as a broker-dealer in the states where it transacts business, and made part of your corporate records. b. If you are it is a member in good standing of the National Association of Securities Dealers, Inc. (“NASD, your expulsion or suspension from ”). It agrees to maintain its broker/dealer registration and qualifications and its NASD membership in good standing throughout the NASD term of this Agreement. . This Agreement will terminate automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate notice in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, either party’s NASD membership is terminated or are not exempt from, the applicable registration or licensing requirements of such jurisdictionsuspended. You agree to notify us the Distributor in writing of any such action or event that shall cause termination of this Agreement. c. . You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund. d. . If you are a “bank”, you agree to comply with all applicable federal and state laws, including the rules and regulations of all applicable federal and state bank regulatory agencies and authorities. This Agreement will terminate automatically without notice in the event that you cease to be a “bank” as defined in Section 3(a)(6) of the Exchange Act or in the event that you become subject to broker/dealer registration requirements under the Exchange Act and fail to be so registered. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASD. Without limiting the generality of the foregoing, you agree agree, to the extent required by applicable law and your applicable federal or state regulator, to provide your Customers a written notice regarding the availability of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;; (ii) the NASD Regulation web site address; and (iii) a statement as to the availability to your Customers of an investor brochure from the NASD that includes information describing the Public Disclosure Program. You agree that you are responsible for knowing the provisions and policies of the Fund related to breakpoints, if any, and for applying those provisions and policies to the sale of shares to Customers. Moreover, you agree that you will not combine customer orders to reach breakpoints in commissions or for any other purposes whatsoever unless authorized by the then current Prospectus or by the Distributor in writing. Finally, you agree to maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that customers are apprised of, and receive, breakpoint opportunities. You agree to provide the Distributor, upon reasonable request, with a copy of such policies and procedures and such other documentation that will allow us to satisfy the Distributor supervisory and/or compliance obligations under the applicable laws, rules and regulations of the NASD and the SEC. You agree to be bound by and to comply with all applicable federal and state laws and rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of such shares. You represent and warrant that you have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records.

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD FINRA or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. If you are a member of the NASDFINRA, your expulsion or suspension from the NASD FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement. c. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund Funds or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the FundFunds. d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASDFINRA, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASDFINRA. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD FINRA Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD FINRA Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;; (ii) the FINRA Regulation web site address; and (iii) a statement as to the availability to your Customers of an investor brochure from the FINRA that includes information describing the Public Disclosure Program. e. You agree that you are responsible for knowing the provisions and policies of the Funds related to breakpoints and for applying those provisions and policies to the sale of shares to Customers. Moreover, you agree that you will not combine customer orders to reach breakpoints in commissions or for any other purposes whatsoever unless authorized by the then current Prospectus or by us in writing. You further agree that you will not withhold placing customers’ orders for shares so as to profit yourself 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 a breakpoint. You further agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. Finally, you agree to maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that customers are apprised of, and receive, breakpoint opportunities. You agree to provide us, upon reasonable request, with a copy of such policies and procedures and such other documentation that will allow us to satisfy our supervisory and/or compliance obligations under the applicable laws, rules and regulations of the FINRA and the SEC. f. You agree to be bound by and to comply with all applicable federal and state laws and rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual Funds shares or classes of such shares. g. You represent and warrant that you have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records.

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD National Association of Securities Dealers, Inc. (the "NASD") or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. . If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us the Distributor in writing of any such action or event that shall cause termination of this Agreement. c. . You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares Shares of the Fund or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund. d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASD. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;

Qualification to Act. a. You represent that you are either (a) a member in good standing of the NASD National Association of Securities Dealers, Inc. (the “NASD”) or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. b. . If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us the Distributor in writing of any such action or event that shall cause termination of this Agreement. c. . You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares Shares of the Fund or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund. d. . You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASD. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;; (ii) the NASD Regulation web site address; and (iii) a statement as to the availability to your Customers of an investor brochure from the NASD that includes information describing the Public Disclosure Program. You agree that you are responsible for knowing the provisions and policies of the Fund related to breakpoints, if any, and for applying those provisions and policies to the sale of shares to Customers. Moreover, you agree that you will not combine customer orders to reach breakpoints in commissions or for any other purposes whatsoever unless authorized by the then current Prospectus or by us in writing. You further agree that you will not withhold placing Customers’ orders for Shares so as to profit yourself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so at to benefit from a higher sales charge applicable to an amount below a breakpoint. You further agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. Finally, you agree to maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that customers are apprised of, and receive, breakpoint opportunities. You agree to provide the Distributor, upon reasonable request, with a copy of such policies and procedures and such other documentation that will allow the Distributor to satisfy the Distributor’s supervisory and/or compliance obligations under the applicable laws, rules and regulations of the NASD and the SEC. You agree to be bound by and to comply with all applicable federal and state laws and rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of such shares. You represent and warrant that you have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records.