Common use of Duties of the Fund Clause in Contracts

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y A Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y A Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y A Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y A Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y A Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y A Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y A Shares under the 1933 Act to the end that there will be available for sale such number of Class Y A Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y A Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as execute a foreign corporation in any jurisdiction, or to general consent to the service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesstate. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx UBS AM (US) at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. keep UBS AM (cUS) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx UBS AM (US) copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx UBS AM (US) may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx UBS AM (US) may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx UBS AM (US) to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx UBS AM (US) under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx UBS AM (US) may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx UBS AM (US) and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx UBS AM (US) shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx PaineWebber at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx XxxxxxxxPaineWebber, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx PaineWebber shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx PaineWebber fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx PaineWebber copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx PaineWebber may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx PaineWebber may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx PaineWebber to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx PaineWebber under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares of each Series under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx PaineWebber may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx PaineWebber and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx PaineWebber shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y B Shares of any or all a Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y B Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y B Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y B Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y B Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any a Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y B Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y B Shares under the 1933 Act to the end that there will be available for sale such number of Class Y B Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y B Shares of each a Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y B Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y B Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y C Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y C Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y C Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y C Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y C Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y C Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y C Shares under the 1933 Act to the end that there will be available for sale such number of Class Y C Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y C Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y C Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y C Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y B Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y B Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y B Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y B Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y B Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y B Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y B Shares under the 1933 Act to the end that there will be available for sale such number of Class Y B Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y B Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as execute a foreign corporation in any jurisdiction, or to general consent to the service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesstate. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx UBS Global AM at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx UBS Global AM fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx UBS Global AM copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx UBS Global AM may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx UBS Global AM may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx UBS Global AM to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx UBS Global AM under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx UBS Global AM may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx UBS Global AM and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx UBS Global AM shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If Xxxxxxxx Xxxxxxxx transmits such request is transmitted by Xxxxxxxx Xxxxxxxxrequest, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y C Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y C Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y C Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y C Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y C Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y C Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y C Shares under the 1933 Act to the end that there will be available for sale such number of Class Y C Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y C Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesstate. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y the Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y the Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y the Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y the Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y the Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y the Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y A Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y A Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y A Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y A Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y A Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y A Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y A Shares under the 1933 Act to the end that there will be available for sale such number of Class Y A Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y A Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y A Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y A Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund’s transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Agreement and Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares on the right at any time terms and in the manner described in the Prospectus so long as it has Shares available for sale and to withdraw offering Class Y cause the Fund’s transfer agent to record on its books the ownership of such Shares registered in such names and amounts as the Placement Agent has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Placement Agent therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Placement Agent fully informed of with regard to its affairs and shall make available shall, to Xxxxxxxx Xxxxxxxx the extent permitted by applicable law, furnish to the Placement Agent copies of all publicly available information, financial statements, statements and other papers documents which Xxxxxxxx Xxxxxxxx the Placement Agent may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Placement Agent, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Placement Agent may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Placement Agent to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Placement Agent under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Placement Agent may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Placement Agent and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Agreement and Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Placement Agent shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time Trust agrees to withdraw offering Class Y sell Shares of its various series so long as it has Shares of any such series available for sale except for such times at which the sale of Shares of any such series has been suspended by order of the Trustees or all Series order of the Securities and Exchange Commission; and to deliver certificates (if any) for, or cause the Trust's transfer and dividend disbursing agent to issue confirmations evidencing, such Shares of any such series registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the series of the Trust of payment therefor at the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund Trust shall keep Xxxxxxxx Xxxxxxxx the Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the series of the Trust, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for by the Fund Trust and audited by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series series of the Trust and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund Trust shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act and to the end that there will be make available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund Trust agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund Trust shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series its series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund Trust may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund Trust as a broker or dealer in such jurisdictionsstates; provided that the Fund Trust shall not be required to amend its Declaration of Trust Instrument or By-Laws laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y its Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y its Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund Trust in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its shares so long as it has shares available for sale; and to deliver certificates for, or cause the right at any time Fund's transfer and dividend disbursing agent to withdraw offering Class Y Shares issue non-negotiable share deposit receipts evidencing, such shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Fund of any or all Series by the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y Sharesshares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series Fund's shares and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionaction to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares same under the 1933 Act to the end that there will be available for sale such number of Class Y Shares shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series its shares for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares its Common Stock in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Sharesits Common Stock. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time agrees to withdraw offering Class Y sell Shares of any or all its constituent Series so long as it has Shares available for sale and to cause its Transfer Agent to issue, if requested by written notice to Xxxxxxxx Xxxxxxxx at the Purchaser, certificates for Shares of its principal officeSeries, registered in such names and amounts as promptly as practicable after receipt by the Fund of the net asset value thereof. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y Shares, includingShares of the Series. This shall include, without limitation, one certified copies copy of any all financial statements of each of the Series prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the a Series' most current prospectusProspectus, statement the Statement of additional information, Additional Information and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, and the . The Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionaction to register the Shares of the Series under the 1933 Act, including payment payments of the related filing feefees, as may be necessary to register the Class Y Shares under the 1933 Act to the end so that there will be available for sale such number of Class Y Shares of the Series as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the Registration StatementStatement or Prospectus of a Series, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus of a Series, which omission would make the statements therein therein, in light of the circumstances under which they were made, misleading. (ed) The Fund shall use its best efforts to notify the Distributor of the states and jurisdictions in which its shares are qualified for sale and represents and warrants that it shall continue to qualify and maintain the registration and qualification of an appropriate number of Class Y Shares of each the Series and the Fund for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approveshall mutually agree, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or broker-dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesstates. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required requested by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Each Fund shall take, from time to time, but subject always to any necessary approval of the Board of Directors of the Fund (the "Board") or of its shareholders, all necessary action, including payment action to fix the number of the related filing fee, authorized Units and such steps as may be necessary to register the Class Y Shares same under the Securities Act of 1933 Act (the "Securities Act"), if the Shares are to be publicly offered, or to file Form D's or other appropriate forms, if any, if the Shares are to be privately placed, to the end that there will be available for sale such number of Class Y Shares Units as Xxxxxxxx Xxxxxxxx the Distributor reasonably may be expected to sell. The . (b) For purposes of the offering of Units, each Fund agrees will furnish to filethe Distributor copies of its most recent amendment to its Registration Statement on Form N-2 as filed with the Securities and Exchange Commission (the "Registration Statement"), from time to timeits most recent Prospectus and all amendments and supplements thereto, such amendmentsand the subscription agreement, reportsif any, and other documents documentation the Distributor may reasonably request for use in the offering of Units (the "Subscription Agreement"). The Distributor is authorized to furnish to prospective investors only such information concerning the Fund and the offering as may be necessary in order that there will be no untrue statement of a material fact contained in the Registration Statement, nor the Prospectus, the Fund's formation documents, or any omission of a material fact which omission would make other documents (including sales material), if approved by the statements therein misleadingFund. (ec) The Each Fund shall furnish to the Distributor copies of all financial statements of the Fund which the Distributor may reasonably request for use in connection with its duties hereunder, and this shall include, upon request by the Distributor, one certified copy of all financial statements prepared for the Fund by independent public accountants. (d) Each Fund shall use its best efforts to qualify and maintain maintain, to the extent required by applicable law, the qualification of an appropriate number of Class Y Shares of each Series Units for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the that Fund may approve. Any such qualification may be withheld, and, if necessary terminated or appropriate in connection therewith, to qualify and maintain the qualification of the withdrawn by a Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of at any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth time in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service discretion. The expense of process in any jurisdiction other than with respect to claims arising out qualification and maintenance of the offering of the Class Y Sharesqualification shall be borne by each Fund. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the a Fund in connection with such qualificationsqualification. (e) Each Fund will furnish, in reasonable quantities upon request by the Distributor, copies of its annual and interim reports. (f) Each Fund will furnish the Distributor with such other documents as it may reasonably require, from time to time, for the purpose of enabling it to perform its duties as contemplated by this Agreement.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y B Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y B Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y B Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y B Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y B Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y B Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y B Shares under the 1933 Act to the end that there will be available for sale such number of Class Y B Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y B Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y B Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y B Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund’s transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any,) for such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Agreement and Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y B Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y B Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y B Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y B Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y B Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y B Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y B Shares under the 1933 Act to the end that there will be available for sale such number of Class Y B Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y B Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y B Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y B Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement of Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify accomplish the requisite filings and maintain payment of fees to permit the qualification ongoing offer and sale of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) 6.1 The Fund reserves agrees that it will use its best efforts to maintain the right at effectiveness of the Registration Statement under the Securities Act. The Fund further agrees to prepare and file any time amendments to withdraw offering Class Y Shares of the Registration Statement as may be necessary and any or all Series by written notice supplemental data in order to Xxxxxxxx Xxxxxxxx at its principal officecomply with the Securities Act. (b) 6.2 The Fund shall determine in is registered under the 1940 Act as a closed-end management investment company, and will use its sole discretion whether certificates shall be issued best efforts to maintain such registration and to comply with respect the requirements of the 1940 Act. The Fund further agrees to prepare and file any amendments to the Class Y Shares. If Registration Statement as may be necessary and any supplemental data in order to comply with the 1000 Xxx. 6.3 The Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares agrees to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall file from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the its Registration Statement, nor any or necessary in order that there will be no omission of to state a material fact in its Registration Statement, which omission would make the statements therein misleading. (e) 6.4 Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of Shares whenever, in its sole discretion, it deems to be desirable. 6.5 Subject to the possible suspension of the sale of Shares as provided herein, the Fund agrees to sell its Shares so long as it has Shares available. 6.6 The Fund shall furnish the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares. The Fund shall make available to the Distributor such number of copies of its best efforts Prospectus and annual and interim reports as the Distributor shall reasonably request. 6.7 At the Distributor’s request, the Fund will take such steps as may be necessary and feasible to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under in states, territories or dependencies of the securities laws United States, the District of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Columbia, and the Fund may approveCommonwealth of Puerto Rico, andin accordance with the laws thereof, if necessary and to renew or appropriate in connection therewithextend any such qualification; provided, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided however, that the Fund shall not be required to amend its Trust Instrument qualify Shares or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms qualification of the offering of the Class Y Shares in any jurisdiction from where it shall deem such qualification disadvantageous to the terms set forth Fund. Any such notification may be withheld, terminated or withdrawn by a Fund at any time in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesdiscretion. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualificationsnotifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement of Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Agreement and Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) 6.1 The Fund reserves agrees that it will use its best efforts to maintain the right at effectiveness of the Registration Statement under the Securities Act. The Fund further agrees to prepare and file any time amendments to withdraw offering Class Y Shares of the Registration Statement as may be necessary and any or all Series by written notice supplemental data in order to Xxxxxxxx Xxxxxxxx at its principal officecomply with the Securities Act. (b) 6.2 The Fund shall determine in is registered under the 1940 Act as a closed-end management investment company, and will use its sole discretion whether certificates shall be issued best efforts to maintain such registration and to comply with respect the requirements of the 1940 Act. The Fund further agrees to prepare and file any amendments to the Class Y Shares. If Registration Statement as may be necessary and any supplemental data in order to comply with the 1940 Act. 6.3 The Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares agrees to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall file from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the its Registration Statement, nor any or necessary in order that there will be no omission of to state a material fact in its Registration Statement, which omission would make the statements therein misleading. (e) 6.4 Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of Shares whenever, in its sole discretion, it deems to be desirable. 6.5 Subject to the possible suspension of the sale of Shares as provided herein, the Fund agrees to sell its Shares so long as it has Shares available. 6.6 The Fund shall furnish the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares. The Fund shall make available to the Distributor such number of copies of its best efforts Prospectus and annual and interim reports as the Distributor shall reasonably request. 6.7 At the Distributor’s request, the Fund will take such steps as may be necessary and feasible to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under in states, territories or dependencies of the securities laws United States, the District of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Columbia, and the Fund may approveCommonwealth of Puerto Rico, andin accordance with the laws thereof, if necessary and to renew or appropriate in connection therewithextend any such qualification; provided, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided however, that the Fund shall not be required to amend its Trust Instrument qualify Shares or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms qualification of the offering of the Class Y Shares in any jurisdiction from where it shall deem such qualification disadvantageous to the terms set forth Fund. Any such notification may be withheld, terminated or withdrawn by a Fund at any time in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesdiscretion. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualificationsnotifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Adviser Class Shares so long as it has Adviser Class Shares available for sale and to cause the right at any time Fund’s transfer and shareholder servicing agent to withdraw offering record on its books the ownership of such Adviser Class Y Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available shall, to Xxxxxxxx Xxxxxxxx the extent permitted by applicable law, furnish to the Distributor copies of all publicly available information, financial statements, statements and other papers documents which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Adviser Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Adviser Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, such steps as may be necessary to register the Class Y Shares under the 1933 Act to the end so that there will be available for sale such number of Adviser Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of its Adviser Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Adviser Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Adviser Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The 5.1 Subject to the possible suspension of the sale of Class Z shares as provided herein, the Fund reserves the right at any time agrees to withdraw offering sell its Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal officeZ shares so long as it has Class Z shares available. (b) 5.2 The Fund shall determine in its sole discretion whether certificates shall be issued with respect to furnish the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesZ shares, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared examined for the Fund by its independent public accountant and accountants. The Fund shall make available to the Distributor such reasonable number of copies of the most current prospectus, statement of additional information, its Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may the Distributor shall reasonably request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) 5.3 The Fund shall take, from time to time, but subject to the necessary approval of the Board of Directors/Trustees and the shareholders, all necessary action, including payment action to fix the number of the related filing fee, authorized Class Z shares and such steps as may be necessary to register the Class Y Shares same under the 1933 Act Securities Act, to the end that there will be available for sale such number of Class Y Shares Z shares as Xxxxxxxx Xxxxxxxx the Distributor reasonably may be expected expect to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any or necessary in order that there will be no omission of to state a material fact in the Registration Statement which omission would make the statements therein misleading. (e) 5.4 The Fund shall use its best efforts to qualify and maintain the qualification of an any appropriate number of its Class Y Shares of each Series Z shares for sale sales under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the its Class Y Shares Z shares in any jurisdiction state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of its Class Z shares. Any such qualification may be withheld, terminated or withdrawn by the Class Y SharesFund at any time in its discretion. Xxxxxxxx Xxxxxxxx As provided in Section 7.1 hereof, the expense of qualification and maintenance of qualification shall be borne by the Fund. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its shares so long as it has shares available for sale; and to deliver certificates for, or cause the right at any time Fund's transfer and dividend disbursing agent to withdraw offering Class Y Shares issue non-negotiable share deposit receipts evidencing, such shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Fund of any or all Series by the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y Sharesshares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series Fund's shares and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionaction to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares same under the 1933 Act to the end that there will be available for sale such number of Class Y Shares shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series its shares for sale under the securities securi- ties laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares its Common Stock in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Sharesits Common Stock. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y A Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y A Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y A Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y A Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y A Shares, including, without limitation, certified copies of any financial statements state ments prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y A Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y A Shares under the 1933 Act to the end that there will be available for sale such number of Class Y A Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y A Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y A Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y A Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time agrees to withdraw offering Class Y sell its Shares of any or all Series by written notice and to Xxxxxxxx Xxxxxxxx at cause its principal officeShares to be registered in book entry form through The Depository Trust Company. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available shall, to Xxxxxxxx Xxxxxxxx the extent permitted by applicable law, furnish to the Distributor copies of all publicly available information, financial statements, statements and other papers documents which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the most current prospectus, statement of additional information, its Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, take such steps as may be necessary to register the Class Y Shares under the 1933 Act to the end so that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, from time to time, such amendments, reportswill comply with the requirements of Rule 430A and will notify the Distributor immediately, and other documents as may be necessary confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectus or the initiation of any proceeding for that there will be no untrue statement purpose or (iv) of a material fact in any request by the Commission for any amendment to the Registration Statement, nor any omission of a material fact which omission would make amendment or supplement to the statements therein misleadingProspectus or for additional information. (ed) The Fund shall use its best efforts to qualify and maintain the qualification during the subscription period of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund’s transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any) for such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx PaineWebber at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx XxxxxxxxPaineWebber, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx PaineWebber shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx PaineWebber fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx PaineWebber copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx PaineWebber may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx PaineWebber may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx PaineWebber to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx PaineWebber under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx PaineWebber may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx PaineWebber and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as execute a foreign corporation in any jurisdiction, or to general consent to the service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesstate. Xxxxxxxx Xxxxxxxx PaineWebber shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y A Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y A Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y A Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y A Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y A Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y A Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y A Shares under the 1933 Act to the end that there will be available for sale such number of Class Y A Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y A Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y A Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y A Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Brinson Advisors at its principal office. (bx) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Xhe Fund shall keep Xxxxxxxx Xxxxxxxx Brinson Advisors fully informed of its affairs and shall make available avaxxxxxx to Xxxxxxxx Xxxxxxxx Brinson Advisors copies of all information, financial statements, and other papers xxx xxher documents which Xxxxxxxx Xxxxxxxx Brinson Advisors may reasonably request for use in connection with the distribution witx xxx xistribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Brinson Advisors may request, and the Fund shall cooperate fully in the xx xxx efforts of Xxxxxxxx Xxxxxxxx Brinson Advisors to sell and arrange for the sale of the Class Y Shares of the Series ox xxx Xeries and in the performance of Xxxxxxxx Xxxxxxxx Brinson Advisors under this Contract. (dc) The Fund Xxx Xund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Brinson Advisors may be expected to sell. The Fund agrees to file, from xxxx time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Brinson Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall xxxxx not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Brinson Advisors shall furnish such information and other material relating materiax xxxxxing to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series the Fund by written notice to Xxxxxxxx Xxxxxxxx PaineWebber at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx XxxxxxxxPaineWebber, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx PaineWebber shall from time to time direct.. 3 (c) The Fund shall keep Xxxxxxxx Xxxxxxxx PaineWebber fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx PaineWebber copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx PaineWebber may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may requestthe Fund, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx PaineWebber to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx PaineWebber under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx PaineWebber may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx PaineWebber and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as execute a foreign corporation in any jurisdiction, or to general consent to the service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesstate. Xxxxxxxx Xxxxxxxx PaineWebber shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series Series, or any or all class or classes thereof, by written notice to Xxxxxxxx Xxxxxxxx PaineWebber at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx XxxxxxxxPaineWebber, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx PaineWebber shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx PaineWebber fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx PaineWebber copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx PaineWebber may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx PaineWebber may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx PaineWebber to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx PaineWebber under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx PaineWebber may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx PaineWebber and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx PaineWebber shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Brinson Advisors at its principal officeprinxxxxx xffice. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Brinson Advisors fully informed of inforxxx xx its affairs and shall make available to Xxxxxxxx Xxxxxxxx Brinson Advisors copies of all informationaxx xxxxrmation, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Brinson Advisors may reasonably request reasonaxxx xxxuest for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Brinson Advisors may request, and the xxx xhe Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Brinson Advisors to sell and arrange xxxxxxe for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Brinson Advisors under this ContractXxxxxxxt. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Brinson Advisors may be expected to expexxxx xx sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Brinson Advisors and the Fund may approveFunx xxx xpprove, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Brinson Advisors shall furnish such furnixx xxxx information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund’s transfer agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any, for) such Shares registered in such names and amounts as the Transfer Agent has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Transfer Agent therefor. (b) The Fund shall determine in keep the Distributor fully informed with regard to its sole discretion whether certificates affairs; shall be issued with respect furnish to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectusProspectus, statement of additional information, SAI and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, ; and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor of its duties under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing feefee and the filing of any amendments to its Registration Statement, as may be necessary to register the Class Y (and maintain its registration of) its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y A Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y A Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y A Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y A Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time directdirect . (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y A Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y A Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y A Shares under the 1933 Act to the end that there will be available for sale such number of Class Y A Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y A Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y A Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y A Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If Xxxxxxxx Xxxxxxxx transmits such request is transmitted by Xxxxxxxx Xxxxxxxxrequest, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its shares of Common Stock so long as it has shares available for sale and to deliver certificates for, or cause the right at any time Fund's transfer and dividend disbursing agent to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office.issue non-negotiable share deposit receipts evidencing, such shares registered in such names and amounts as the Distributor has requested in writing, as (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y Sharesshares of the Fund, includingincluding one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, and annual and interim reports of any Series Prospectus as Xxxxxxxx Xxxxxxxx the Distributor may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series Fund's shares and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionaction to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares same under the 1933 Act and the 1940 Act to the end that there will be available for sale such number of Class Y Shares shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order to ensure that there will be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or that there will be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares its shares of each Series Common Stock for sale under the -5- 6 securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided however, that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares its Common Stock in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Sharesits Common Stock. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund Company shall keep Xxxxxxxx Xxxxxxxx KFDI fully informed of its affairs and shall make available provide to Xxxxxxxx Xxxxxxxx KFDI from time to time copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx that KFDI may reasonably request for use in connection with the distribution private placement of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectusProspectus, statement Statement of additional informationAdditional Information ("SAI"), and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx KFDI may request, and the Fund Company shall fully cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx KFDI to sell privately place and arrange for the sale private placement of Fund Shares. (b) The Company shall maintain a currently effective Registration Statement on Form N-1A with the Securities and Exchange Commission (the "SEC"), satisfy proper notice filing and fee payment provisions of applicable states and file such reports and other documents as may be required under applicable federal and state laws. The Company shall notify KFDI in writing of the Class Y states in which Fund Shares may be privately placed and shall notify KFDI in writing of any changes to such information. The Fund shall bear all expenses related to preparing and typesetting such Prospectuses, SAI and other materials required by law and such other expenses, including printing and mailing expenses, related to the Series Fund's communication with persons who are shareholders. (c) The Company shall not use any advertisements or other sales materials that have not been (i) submitted to KFDI for its review and in approval, and (ii) if required, filed with the performance of Xxxxxxxx Xxxxxxxx under this Contractappropriate regulators. (d) The Company represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to KFDI and the services it provides that are based upon written information furnished by KFDI expressly for inclusion therein) of the Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no not contain any untrue statement of a material fact in the Registration Statement, nor or omit to state any omission of a material fact which omission would required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to KFDI pursuant to Section 3(a) hereof, shall be true and correct in all material respects. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y C Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y C Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y C Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y C Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y C Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y C Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y C Shares under the 1933 Act to the end that there will be available for sale such number of Class Y C Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y C Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering offer- ing of the Class Y C Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y C Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series the Fund by written notice to Xxxxxxxx Xxxxxxxx PaineWebber at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx XxxxxxxxPaineWebber, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx PaineWebber shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx PaineWebber fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx PaineWebber copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx PaineWebber may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract.3 (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx PaineWebber may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx PaineWebber and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as execute a foreign corporation in any jurisdiction, or to general consent to the service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Sharesstate. Xxxxxxxx Xxxxxxxx PaineWebber shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx PaineWebber at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx XxxxxxxxPaineWebber, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx PaineWebber shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx PaineWebber fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx PaineWebber copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx PaineWebber may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx PaineWebber to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx PaineWebber under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx PaineWebber may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx PaineWebber and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx PaineWebber shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or delivery certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in keep the Distributor fully informed with regard to its sole discretion whether certificates shall be issued with respect affairs as they pertain to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs Portfolio and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements Statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y the Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Brinson Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx shaxx xxxx Brinson Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx availabxx xx Xrinson Advisors copies of all information, financial statements, and other papers xxxxx documents which Xxxxxxxx Xxxxxxxx Brinson Advisors may reasonably request for use in connection with the distribution thx xxxxxibution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Brinson Advisors may request, and the Fund shall cooperate fully in the efforts txx xxxxrts of Xxxxxxxx Xxxxxxxx Brinson Advisors to sell and arrange for the sale of the Class Y Shares of the Series thx Xxxxxs and in the performance of Xxxxxxxx Xxxxxxxx Brinson Advisors under this Contract. (dc) The Fund shall taketxxx, from xxom time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y the Shares as Xxxxxxxx Xxxxxxxx Brinson Advisors may be expected to sell. The Fund agrees to file, from time frxx xxxx to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Brinson Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not shaxx xxx be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Brinson Advisors shall furnish such information and other material relating rexxxxxx to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or delivery certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in keep the Distributor fully informed with regard to its sole discretion whether certificates shall be issued with respect affairs as they pertain to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs Portfolio and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements Statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y the Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to to, its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series Series, or any or all class or classes thereof, by written notice to Xxxxxxxx Xxxxxxxx at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series the Fund by written notice to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which factwhich omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y any class or classes of Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Aspiration at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Aspiration fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Aspiration copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx Aspiration may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Aspiration may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Aspiration to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Aspiration under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Aspiration may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Aspiration and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Amended and Restated Agreement and Declaration of Trust Instrument or By-Laws Laws, each as may be amended from time to time, to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from jurisdictionfrom the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Aspiration shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, if any,) for such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell Shares so long as it has Shares available for sale and to cause the right at any time Fund's transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or delivery certificates, if any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in keep the Distributor fully informed with regard to its sole discretion whether certificates shall be issued with respect affairs as they pertain to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs Portfolio and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees agrees, to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements Statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y the Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Mitchell Hutchins at its principal officeprinxxxxx xxxxxx. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx XxxxxxxxMitchell Hutchins, the Fund will cause certificates wixx xxxxx xxxxxxicates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx Mitchell Hutchins shall from time to time directtxxx xx xxxx xxxxxt. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Mitchell Hutchins fully informed of its affairs infxxxxx xx xxx xxxxirs and shall make available to Xxxxxxxx Xxxxxxxx Mitchell Hutchins copies of all informationxxx xxxxxxxxxxx, financial statements, and other papers which Xxxxxxxx Xxxxxxxx Mitchell Hutchins may reasonably request for use reasonabxx xxxxxxx xxx xse in connection with the distribution of Class Y the Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Mitchell Hutchins may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Mitchell Hutchins to sell and arrange for the sale xxxxxxx xxx xxx xale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Mitchell Hutchins under this ContractCxxxxxxx. (d) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx Mitchell Hutchins may be expected to sellexpecxxx xx xxxx. The Xxx Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (e) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Mitchell Hutchins and the Fund may approveFuxx xxx xxxxxxx, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Mitchell Hutchins shall furnish such information furnxxx xxxx xxxxxxxtion and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its Shares so long as it has Shares available for sale and to cause the right at any time Fund’s transfer and shareholder servicing agent to withdraw offering Class Y record on its books the ownership of (or deliver certificates, in any, for) such Shares registered in such names and amounts as the Distributor has requested in writing or other means of any or all Series data transmission, as promptly as practicable after receipt by the Fund of the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesShares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series shares and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionsuch steps, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The the Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y its Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y the Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors copies of all information, financial statements, and other papers which Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may reasonably request for use in connection with the distribution of Class Y the Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y Shares under the 1933 Act to the end that there will be available for sale such number of Class Y the Shares as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y the Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx Xxxxxxx Advisors shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves 5.1 Subject to the right at any time possible suspension of the sale of Class Z shares as provided herein, the Balanced Portfolio agrees to withdraw offering sell its Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal officeZ shares so long as it has Class Z shares available. (b) 5.2 The Fund shall determine in its sole discretion whether certificates shall be issued with respect to furnish the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesZ shares, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared examined for the Fund by its independent public accountant and accountants. The Fund shall make available to the Distributor such reasonable number of copies of the most current prospectus, statement of additional information, its Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may the Distributor shall reasonably request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) 5.3 The Fund shall take, from time to time, but subject to the necessary approval of the Trustees and the shareholders, all necessary action, including payment action to fix the number of the related filing fee, authorized Class Z shares and such steps as may be necessary to register the Class Y Shares same under the 1933 Act Securities Act, to the end that there will be available for sale such number of Class Y Shares Z shares as Xxxxxxxx Xxxxxxxx the Distributor reasonably may be expected expect to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any or necessary in order that there will be no omission of to state a material fact in the Registration Statement which omission would make the statements therein misleading. (e) 5.4 The Fund shall use its best efforts to qualify and maintain the qualification of an any appropriate number of its Class Y Shares of each Series Z shares for sale sales under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Declaration of Trust Instrument or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the its Class Y Shares Z shares in any jurisdiction state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of its Class Z shares. Any such qualification may be withheld, terminated or withdrawn by the Class Y SharesFund at any time in its discretion. Xxxxxxxx Xxxxxxxx As provided in Section 7.1 hereof, the expense of qualification and maintenance of qualification shall be borne by the Balanced Fund. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The 5.1 Subject to the possible suspension of the sale of Class Z shares as provided herein, the Fund reserves the right at any time agrees to withdraw offering sell its Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx at its principal officeZ shares so long as it has Class Z shares available. (b) 5.2 The Fund shall determine in its sole discretion whether certificates shall be issued with respect to furnish the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y SharesZ shares, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared examined for the Fund by its independent public accountant and accountants. The Fund shall make available to the Distributor such reasonable number of copies of the most current prospectus, statement of additional information, its Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx may the Distributor shall reasonably request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx under this Contract. (d) 5.3 The Fund shall take, from time to time, but subject to the necessary approval of the Board of Directors/Trustees and the shareholders, all necessary action, including payment action to fix the number of the related filing fee, authorized Class Z shares and such steps as may be necessary to register the Class Y Shares same under the 1933 Act Securities Act, to the end that there will be available for sale such number of Class Y Shares Z shares as Xxxxxxxx Xxxxxxxx the Distributor reasonably may be expected expect to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any or necessary in order that there will be no omission of to state a material fact in the Registration Statement which omission would make the statements therein misleading. (e) 5.4 The Fund shall use its best efforts to qualify and maintain the qualification of an any appropriate number of its Class Y Shares of each Series Z shares for sale sales under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the its Class Y Shares Z shares in any jurisdiction state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of its Class Z shares. Any such qualification may be withheld, terminated or withdrawn by the Class Y SharesFund at any time in its discretion. Xxxxxxxx Xxxxxxxx As provided in Section 7.1 hereof, the expense of qualification and maintenance of qualification shall be borne by the Fund. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves agrees to sell its shares so long as it has shares available for sale; and to deliver certificates for, or cause the right at any time Fund’s transfer and dividend disbursing agent to withdraw offering Class Y Shares issue non-negotiable share deposit receipts evidencing, such shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Fund of any or all Series by the net asset value thereof and written notice to Xxxxxxxx Xxxxxxxx at its principal officerequest of the Distributor therefor. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to keep the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx Distributor fully informed of with regard to its affairs and shall make available furnish to Xxxxxxxx Xxxxxxxx the Distributor copies of all information, financial statements, statements and other papers which Xxxxxxxx Xxxxxxxx the Distributor may reasonably request for use in connection with the distribution of Class Y Sharesshares of the Fund, includingand this shall include one certified copy, without limitationupon request by the Distributor, certified copies of any all financial statements prepared for the Fund by its independent public accountant accountants and such reasonable number of copies of the its most current prospectus, statement of additional information, Prospectus and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx the Distributor may request, request and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx the Distributor to sell and arrange for the sale of the Class Y Shares of the Series Fund’s shares and in the performance of Xxxxxxxx Xxxxxxxx the Distributor under this ContractAgreement. (dc) The Fund shall take, from time to time, all necessary actionaction to fix the number of authorized shares and such steps, including payment of the related filing fee, as may be necessary to register the Class Y Shares same under the 1933 Act to the end that there will be available for sale such number of Class Y Shares shares as Xxxxxxxx Xxxxxxxx the Distributor may be expected to sell. The Fund agrees to file, file from time to time, time such amendments, reports, reports and other documents as may be necessary in order that there will may be no untrue statement of a material fact in the a Registration StatementStatement or Prospectus, nor any or necessary in order that there may be no omission of to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series its shares for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx the Distributor and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictionsstates; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdictionstate, to maintain an office in any jurisdictionstate, to change the terms of the offering of the Class Y Shares its Common Stock in any jurisdiction state from the terms set forth in its Registration StatementStatement and Prospectus, to qualify as a foreign corporation in any jurisdiction, state or to consent to service of process in any jurisdiction state other than with respect to claims arising out of the offering of the Class Y Sharesits Common Stock. Xxxxxxxx Xxxxxxxx The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.

Duties of the Fund. (a) The Fund reserves the right at any time to withdraw offering Class Y Shares of any or all Series by written notice to Xxxxxxxx Xxxxxxxx UBS Global AM at its principal office. (b) The Fund shall determine in its sole discretion whether certificates shall be issued with respect to the Class Y Shares. If the Fund has determined that certificates shall be issued, the Fund will not cause certificates representing Class Y Shares to be issued unless so requested by shareholders. If such request is transmitted by Xxxxxxxx Xxxxxxxx, the Fund will cause certificates evidencing Class Y Shares to be issued in such names and denominations as Xxxxxxxx Xxxxxxxx shall from time to time direct. (c) The Fund shall keep Xxxxxxxx Xxxxxxxx UBS Global AM fully informed of its affairs and shall make available to Xxxxxxxx Xxxxxxxx UBS Global AM copies of all information, financial statements, and other papers documents which Xxxxxxxx Xxxxxxxx UBS Global AM may reasonably request for use in connection with the distribution of Class Y Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of any Series as Xxxxxxxx Xxxxxxxx UBS Global AM may request, and the Fund shall cooperate fully in the efforts of Xxxxxxxx Xxxxxxxx UBS Global AM to sell and arrange for the sale of the Class Y Shares of the Series and in the performance of Xxxxxxxx Xxxxxxxx UBS Global AM under this Contract. (dc) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register the Class Y its Shares under the 1933 Act to the end that there will be available for sale such number of Class Y Shares as Xxxxxxxx Xxxxxxxx UBS Global AM may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading. (ed) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Class Y Shares of each Series for sale under the securities laws of such states or other jurisdictions as Xxxxxxxx Xxxxxxxx UBS Global AM and the Fund may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Fund as a broker or dealer in such jurisdictions; provided that the Fund shall not be required to amend its Trust Instrument Articles of Incorporation or By-Laws to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Class Y Shares in any jurisdiction from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Class Y Shares. Xxxxxxxx Xxxxxxxx UBS Global AM shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.