Common use of Purchases and Redemptions of Shares Clause in Contracts

Purchases and Redemptions of Shares. (a) In offering and selling Shares to your customers (“Customers”), you will: (i) act as dealer for your own account; and (ii) offer and sell Shares only in accordance with the terms and conditions of the relevant Fund’s current Prospectus (as defined in Section 7 of this Agreement) and any other written policies and procedures that we provide to you from time to time. You are not authorized to act as agent for us or for any Fund. (b) You will offer and sell Shares to your Customers only at the public offering price as described in the Prospectus. If your customer qualifies for a reduced sales charge (such as a quantity discount or a letter of intent), you will offer and sell Shares to that customer at the reduced sales charge and upon request supply us with information so that we may establish qualification for the reduced sales charge, share class eligibility or other conditions related to such sale as set forth in the Prospectus. You will only recommend purchases of Shares of a share class that is suitable for each customer in light of his or her investment objectives and circumstances. You will deliver to a customer, at or prior to the completion of a purchase of Shares, a copy of the following: (i) the Fund’s current Prospectus (unless the Prospectus was delivered previously); (ii) to each customer who so requests, the Fund’s current statement of additional information (“SAI”); and (iii) other notices or disclosures as required by applicable law or that we may reasonably request. (c) You will purchase Shares from us only to cover purchase orders that you already have received from Customers, or for your own bona fide investment. You will not withhold placing Customers’ orders so as to profit yourself. (d) We will accept your purchase orders at the public offering price as determined in accordance with the Prospectus. We will not accept conditional orders for Shares. All purchase orders are subject to acceptance or rejection by us in our sole discretion. Without notice to you, we may suspend sales or withdraw the offering of Shares, or make a limited offering of Shares. (e) You will purchase Shares from your Customers at their net asset value (“NAV”) as determined in accordance with the Prospectus. Shares of any Fund may be redeemed by sale thereof to the Fund or to us as agent for such Fund or by surrender of the share certificates to the Fund at the net asset value determined in accordance with the Prospectus, less any redemption fee, contingent deferred sales charge (“CDSC”), or other fee payable in accordance with the Prospectus. All certificates for repurchased shares should be delivered to us as agent for the Fund within ten (10) days from the date of the transaction. If delivery is not made within such period, we reserve the right, without notice, to cancel the transaction, in which event you will be responsible for any loss to the Fund or to us. (f) The receipt and transmission of orders to purchase or redeem Shares will comply with the Funds’ policies for receipt and submission of orders as set forth in the Fund’s Prospectus. As of the date hereof, such policies require that orders placed prior to the Close of Trading on any Business Day will be processed based on the Fund’s next calculated public offering price in the case of purchases and on the Fund’s next calculated NAV in the case of redemptions. For purposes of this Agreement, “Close of Trading” means the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, or as of such other time as a Fund’s NAV is calculated as specified in such Fund’s Prospectus, and “Business Day” means each business day that the NYSE is open for business. The Business Day on which instructions are received by Close of Trading by you from Fund shareholders shall be the date as of which Shares shall be purchased and redeemed as a result of such instructions. Instructions received by you from Fund shareholders after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day.