Common use of Exclusive Nature of Duties Clause in Contracts

Exclusive Nature of Duties. The Distributor shall be each Fund's exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such company. (c) Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each Fund may, upon written notice to the Distributor, from time to time time, designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such company. (c) Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class I Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class I Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class I Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class I Shares from each the Fund shall not apply to Class I Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class I shares of any such company. (c) c. Such exclusive rights also shall not apply to Class I Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class I Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Class I Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class B Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class B Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class B Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class B Shares from each the Fund shall not apply to Class B Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such company. (c) c. Such exclusive rights also shall not apply to Class B Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Trust to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Trust, except that: (a) Each Fund The Trust may, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such companycompany by the Trust. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Company to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Portfolios, except that: (a) Each Fund The Company may, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Company or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Company. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Company and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Master LLC to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Master LLC, except that: (a) Each Fund The Master LLC may, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Master LLC or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Master LLC. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Master LLC and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class A Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class A Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class A Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class A Shares from each the Fund shall not apply to Class A Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such company. (c) c. Such exclusive rights also shall not apply to Class A Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class C Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class C Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class C Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class C Shares from each the Fund shall not apply to Class C Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such company. (c) c. Such exclusive rights also shall not apply to Class C Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class C Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Class C Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class A Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class A Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class A Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class A Shares from each the Fund shall not apply to Class A Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such company. (c) c. Such exclusive rights also shall not apply to Class A Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class A Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Class A Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class C Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class C Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class C Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class C Shares from each the Fund shall not apply to Class C Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such company. (c) c. Such exclusive rights also shall not apply to Class C Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's ’s exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each Fund may, upon written notice to the Distributor, from time to time time, designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's ’s acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such company. (c) Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class B Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class B Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class B Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class B Shares from each the Fund shall not apply to Class B Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such company. (c) c. Such exclusive rights also shall not apply to Class B Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class B Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Class B Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the Funds' exclusive representative to act as principal underwriter and distributor of its the Shares, except that: (a) Each Fund a. The Corporation may, with respect to any Fund, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such company. (c) c. Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Trust to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Series, except that: (a) Each Fund The Trust may, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Trust. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Company to act as principal underwriter and distributor placement agent in respect of its the distribution of the Shares, except that: (a) Each Fund The Company may, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Company or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Company. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Company and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each the Fund shall not apply to Shares Class C shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass I shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class I shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class I shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class I shares from each the Fund shall not apply to Shares Class I shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class I shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class I shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class I shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each the Fund shall not apply to Shares Class D shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Program to act as principal underwriter and distributor of its SharesClass I shares of the Fund, except that: (a) Each Fund The Program may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class I shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class I shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class I shares from each Fund the Program shall not apply to Shares Class I shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Program or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class I shares of any such companycompany by the Program. (c) Such exclusive rights right also shall not apply to Shares Class I shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class I shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class I shares as shall be agreed between the Fund Program and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Corporation to act as principal underwriter and distributor of its SharesClass A shares of the Fund, except that: (a) Each Fund The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each Fund the Corporation shall not apply to Shares Class A shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Corporation or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Corporation. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Series to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Interests, except that: (a) Each Fund The Trust may, with respect to any Series, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund Series or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by a Series. (c) Such exclusive rights right also shall not apply to Shares Interests issued by a Fund Series pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Interests issued by a Fund Series pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Interests as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Trust and any Series to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Interests, except that: (a) Each Fund The Trust may, with respect to itself and any Series, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust, or a Fund's any Series, or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Trust, or any Series. (c) Such exclusive rights right also shall not apply to Shares Interests issued by a Fund the Trust, or any Series, pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Interests issued by a Fund the Trust, or any Series, pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares interests as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass B shares of the Fund, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's -------------------------- exclusive representative to act as principal underwriter and distributor of its the Class A Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of any Fund's Class A Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell such Fund's Class A Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class A Shares from each Fund shall not apply to Class A Shares of any Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a such Fund or a any Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such company. (c) c. Such exclusive rights also shall not apply to Class A Shares issued by a any Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class A Shares of any class issued by a any Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares of a fund as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor BISYS shall be each Fund's the exclusive representative of the Trust to act as principal underwriter sponsor and distributor of its SharesDistributor, except that: (a) Each Fund The Trust may, upon written notice to the DistributorBISYS, from time to time designate other principal underwriters and distributors of Shares of one or more Series with respect to areas other than the United States as to which the Distributor BISYS may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor BISYS under this Agreement to sell act as agent for the distribution of Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof.; (b) The exclusive rights granted to BISYS to act as agent for the Distributor to purchase distribution of Shares from each Fund of the Trust shall not apply to Shares of any Series issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such company.company by the Trust; (c) Such exclusive rights shall also shall not apply to Shares issued by a Fund the Trust pursuant to reinvestment of dividends or and capital gains distributions.; and (d) Such exclusive rights also The Trust acknowledges that the persons employed by BISYS to assist in the performance of its duties under this Agreement may not devote their full time to such service and nothing contained in this Agreement shall not apply be deemed to Shares limit or restrict BISYS or any of any class issued by a Fund pursuant its affiliates' right to any conversion, exchange or reinstatement privilege afforded redeeming shareholders engage in and devote time and attention to other businesses or to any other Shares as shall be agreed between the Fund and the Distributor from time to timerender services of whatever kind or nature.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass I shares of the Fund, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class I shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class I shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class I shares from each the Fund shall not apply to Shares Class I shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class I shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class I shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class I shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class I shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Program to act as principal underwriter and distributor of its SharesClass A shares of the Fund, except that: (a) Each Fund The Program may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each Fund the Program shall not apply to Shares Class A shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Program or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Program. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund Program and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Program to act as principal underwriter and distributor of its SharesClass B shares of the Fund, except that: (a) Each Fund The Program may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each Fund the Program shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Program or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Program. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund Program and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's -------------------------- exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such company. (c) Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares from each the Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such company. (c) Such exclusive rights also shall not apply to Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each the Fund shall not apply to Shares Class D shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each -------------------------- Fund's exclusive representative to act as principal underwriter and distributor of its the Class I Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of any Fund's Class I Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell such Fund's Class I Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class I Shares from each Fund shall not apply to Class I Shares of any Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a such Fund or a any Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class I shares of any such company. (c) c. Such exclusive rights also shall not apply to Class I Shares issued by a any Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class I Shares of any class issued by a any Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class I shares of a fund as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Program to act as principal underwriter and distributor of its SharesClass C shares of the Fund, except that: (a) Each Fund The Program may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each Fund the Program shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Program or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Program. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund Program and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Corporation to act as principal underwriter and distributor of its SharesClass C shares of the Fund, except that: (a) Each Fund The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each Fund the Corporation shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Corporation or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Corporation. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Shares, Class A shares except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class D Shares, except that: (a) Each a. The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class D Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class D Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class D Shares from each the Fund shall not apply to Class D Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such company. (c) c. Such exclusive rights also shall not apply to Class D Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class D Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Class D Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Funds to act as principal underwriter and distributor of its the Shares, except that: (a) Each Fund The Corporation may, with respect to any Fund, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by a Fund. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the --------------------- exclusive representative of the Company to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each Fund The Company may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each Fund the Company shall not apply to Shares Class D shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Company or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Company. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a Fund the Company pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a Fund the Company pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund Company and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's -------------------------- the exclusive representative of the Trust to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Trust, except that: (a) Each Fund The Trust may, upon written notice to the DistributorPlac ement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Trust. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the -------------------------- exclusive representative of the Trust to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Portfolios, except that: (a) Each Fund The Trust may, with respect to any Portfolio, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Trust. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class C shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each the Fund shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the -------------------------- exclusive representative of the Series to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Interests, except that: (a) Each Fund The Trust may, with respect to the Series, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Series or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Series. (c) Such exclusive rights right also shall not apply to Shares Interests issued by a Fund the Series pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Interests issued by a Fund the Series pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Interests as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Program to act as principal underwriter and distributor of its Sharesthe Class C shares of the Fund, except that: (a) Each Fund The Program may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each Fund the Program shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Program or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Program. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund Program and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Trust to act as principal underwriter and distributor of its SharesClass B shares of the Fund, except that: (a) Each Fund The Trust may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each Fund the Trust shall not apply to Shares Class B shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Trust. (c) Such exclusive rights also shall not apply to Shares Class B shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to timeshareholders.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions.. 3 (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Trust to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each Fund The Trust may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares its shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares shares from each Fund the Trust shall not apply to Shares shares of the Trust issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Trust or the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Trust or the Fund. (c) Such exclusive rights also right shall not apply to Shares shares issued by a Fund the Trust pursuant to reinvestment of dividends or dividends, capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund distributions or otherwise pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to timeits daily reinvestment program.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class C shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each the Fund shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such company.company by the Fund. 3 (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Company to act as principal underwriter and distributor of its Sharesthe Class C shares, except that: (a) Each Fund The Company may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminatetermi- nate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each Fund the Company shall not apply to Shares Class C shares of the Company issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Company or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Company. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a Fund the Company pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a Fund the Company pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund Company and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such company.company by the Fund. 3 (c) Such exclusive rights also shall not apply to Shares Class B shares issued by a the Fund pursuant to to-reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to timeshareholders.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Trust to act as principal underwriter and distributor of its Sharesthe Class A shares, except that: (a) Each Fund The Trust may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class A shares from each Fund the Trust shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Trust. (c) Such exclusive rights shall also shall not apply to Shares Class A shares issued by a Fund the Trust pursuant to reinvestment of dividends or and capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund Trust and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fundthe Corporation's exclusive representative to act as principal underwriter and distributor of its the Shares, except that: (a) Each Fund 1. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) 2. The exclusive rights granted to the Distributor to purchase Shares from each Fund the Corporation shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Corporation or a Fundthe Corporation's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such company. (c) 3. Such exclusive rights also shall not apply to Shares issued by a Fund the Corporation pursuant to reinvestment of dividends or capital gains distributions. (d) 4. Such exclusive rights also shall not apply to Shares of any class issued by a Fund the Corporation pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the Funds' exclusive representative to act as principal underwriter and distributor of its the Shares, except that: (a) Each Fund a. The Trust may, with respect to any Fund, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such company. (c) c. Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Trust and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class B Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class B Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class B Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class B Shares from each the Fund shall not apply to Class B Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such company. (c) c. Such exclusive rights also shall not apply to Class B Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class B Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege privilege, if any, afforded redeeming shareholders or to any other Class B Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class C shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each the Fund shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each Fund's the Funds' -------------------------- exclusive representative to act as principal underwriter and distributor of its the Shares, except that: (a) Each Fund a. The Corporation may, with respect to any Fund, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such company. (c) c. Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to timeshareholders.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares its Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass B shares of the Fund, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders stockholders or to any other Shares Class B shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass A shares of the Fund, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass C shares of the Fund, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each the Fund shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders stockholders or to any other Shares Class C shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Company to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each Fund The Company may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminatetermi- nate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each Fund the Company shall not apply to Shares Class B shares of the Company issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Company or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Company. (c) Such exclusive rights also shall not apply to Shares Class B shares issued by a Fund the Company pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a Fund the Company pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed equal between the Fund Company and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Series to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Interests, except that: (a) Each Fund The Company may, with respect to any Series, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund Series or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by a Series. (c) Such exclusive rights right also shall not apply to Shares Interests issued by a Fund Series pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Interests issued by a Fund Series pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Interests as shall be agreed between the Fund Company and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each the -------------------------- Fund's exclusive representative to act as principal underwriter and distributor of its the Class A Shares, except that: (a) Each a. The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class A Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class A Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class A Shares from each the Fund shall not apply to Class A Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such company. (c) c. Such exclusive rights also shall not apply to Class A Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class A Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Class A Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Series to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Interests, except that: (a) Each Fund The Trust may, with respect to any Series, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares Interests issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund Series or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by a Series. (c) Such exclusive rights right also shall not apply to Shares Interests issued by a Fund Series pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Interests issued by a Fund Series pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares interests as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) . The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each the Fund shall not apply to Shares Class C shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such company. (c) company by the Fund. Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) . Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the --------------------- exclusive representative of the Company to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each Fund The Company may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each Fund the Company shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Company or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Company. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a Fund the Company pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a Fund the Company pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund Company and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass D shares of the Fund, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each the Fund shall not apply to Shares Class D shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Corporation to act as principal underwriter and distributor of its SharesClass I shares of the Fund, except that: (a) Each Fund The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class I shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class I shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class I shares from each Fund the Corporation shall not apply to Shares Class I shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Corporation or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class I shares of any such companycompany by the Corporation. (c) Such exclusive rights right also shall not apply to Shares Class I shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class I shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class I shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its SharesClass A shares of the Fund, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders stockholders or to any other Shares Class A shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Corporation to act as principal underwriter and distributor of its SharesClass B shares of the Fund, except that: (a) Each Fund The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each Fund the Corporation shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Corporation or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Corporation. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's ’s exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's ’s acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such company. (c) Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Company and any Series to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Company, except that: (a) Each Fund The Company may, with respect to itself and any Series, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Company, or a Fund's any Series, or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such companycompany by the Company or any Series. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Company and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Portfolios to act as principal underwriter and distributor placement agent in respect of its the distribution of the Shares, except that: (a) Each Fund The Master LLC may, with respect to any Portfolio, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund Portfolio or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by a Portfolio. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund Portfolio pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund Portfolio pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Master LLC and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.redeeming

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Program to act as principal underwriter and distributor of its Sharesthe Class D shares of the Fund, except that: (a) Each Fund The Program may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each Fund the Program shall not apply to Shares Class D shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Program or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Program. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund Program and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- Funds' exclusive representative to act as principal underwriter and distributor of its the Shares, except that: (a) Each Fund 1. The Corporation may, with respect to any Fund, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) 2. The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such company. (c) 3. Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) 4. Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Corporation to act as principal underwriter and distributor of its SharesClass B shares of the Fund, except that: (a) Each Fund The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each Fund the Corporation shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Corporation or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Corporation. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each the Fund shall not apply to Shares Class D shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions.. 3 (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Corporation to act as principal underwriter and distributor of its SharesClass D shares of the Fund, except that: (a) Each Fund The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each Fund the Corporation shall not apply to Shares Class D shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Corporation or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Corporation. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Program to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each Fund The Program may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each Fund the Program shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Program or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Program. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund Program and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Fund. (c) Such exclusive rights also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time tire designate other principal underwriters and distributors of Shares its shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as suchsech. If such designation is deemed exclusive, the right of the Distributor under this Agreement Ageement to sell Shares shares in the areas so designated shall terminatetermi nate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares shares from each the Fund shall not apply to Shares shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Fund. (c) Such exclusive rights also shall not apply to Shares shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class shares issued by a the Fund pursuant to any conversion, exchange or the reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to timeshareholders.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Trust to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each Fund The Trust may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Trust. (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund Trust and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Fund to act as principal prin cipal underwriter and distributor of its Sharesdistributor, except that: (a) Each A. The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors dis tributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) B. The exclusive rights right granted to the Distributor to purchase Shares pur chase Class D shares from each the Fund shall not apply to Shares Class D shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially sub stantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Fund. (c) C. Such exclusive rights right also shall not apply to Shares Class D shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) D. Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each A. The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) B. The exclusive rights right granted to the Distributor to purchase Shares Class A shares from each the Fund shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) C. Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) D. Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class D shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class D shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class D shares from each the Fund shall not apply to Shares Class D shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class D shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class D shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class D shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class D shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each Fund If the Trust has also appointed another broker-dealer to serve as a distributor, the Distributor and such other broker-dealer shall be co-distributors of Shares. (b) The Trust may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares serve as distributor in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (bc) The exclusive rights granted to the Distributor to purchase act as agent in connection with the sale of Shares from each Fund shall not apply to Shares issued by the Trust: (i) in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such company. company by the Trust; or (cii) Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or dividends, capital gains or other distributions. ; or (diii) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to timeshareholders.

Exclusive Nature of Duties. The Distributor shall be each the Fund's exclusive representative to act as principal underwriter and distributor of its the Class A Shares, except that: (a) Each Fund a. The Corporation may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of the Class A Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell the Class A Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) b. The exclusive rights granted to the Distributor to purchase Class A Shares from each the Fund shall not apply to Class A Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a the Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class A shares of any such company. (c) c. Such exclusive rights also shall not apply to Class A Shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) d. Such exclusive rights also shall not apply to Class A Shares of any class issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege privilege, if any, afforded redeeming shareholders or to any other Class A Shares as shall be agreed between the Fund Corporation and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Trust to act as principal underwriter and distributor of its SharesClass B shares of the Fund, except that: (a) Each Fund The Trust may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares Class B shares from each Fund the Trust shall not apply to Shares Class B shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such companycompany by the Trust. (c) Such exclusive rights also shall not apply to Shares Class B shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class Class B shares issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to timeshareholders.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Portfolios to act as principal underwriter and distributor placement agent in respect of its the distribution of the Shares, except that: (a) Each Fund The Trust may, with respect to any Portfolio, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund Portfolio or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by a Portfolio. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund Portfolio pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund Portfolio pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the exclusive representative of the Fund to act as principal underwriter and distributor of its Sharesthe Class B shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class B shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class B shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class B shares from each the Fund shall not apply to Shares Class B shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class B shares of any such company.company by the Fund. 3 (c) Such exclusive rights right also shall not apply to Shares Class B shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class B shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class B shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Fund to act as principal prin cipal underwriter and distributor of its Sharesdistributor, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors dis tributors of Shares Class A shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class A shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares pur chase Class A shares from each the Fund shall not apply to Shares Class A shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially sub stantially all) the assets or the outstanding Shares Class A shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class A shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class A shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class A shares as shall be agreed between the Fund and the Distributor from time to time.

Exclusive Nature of Duties. The Distributor Placement Agent shall be each Fund's the exclusive representative of the Trust to act as principal underwriter and distributor placement agent in respect of its Sharesthe distribution of the Shares of the Trusts, except that: (a) Each Fund The Trust may, upon written notice to the DistributorPlacement Agent, from time to time designate other principal underwriters and distributors of Shares placement agents with respect to areas other than the United States as to which the Distributor Placement Agent may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor Placement Agent under this Agreement to sell Shares in the respect of such areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares from each Fund Placement Agent hereunder shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund the Trust or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares shares of any such companycompany by the Trust. (c) Such exclusive rights right also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund Trust and the Distributor Placement Agent from time to time.

Exclusive Nature of Duties. The Distributor shall be each Fund's the -------------------------- exclusive representative of the Fund to act as principal prin cipal underwriter and distributor of its Sharesthe Class C shares, except that: (a) Each The Fund may, upon written notice to the Distributor, from time to time designate other principal underwriters and distributors of Shares Class C shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares Class C shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights right granted to the Distributor to purchase Shares Class C shares from each the Fund shall not apply to Shares Class C shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with a the Fund or a Fund's the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares Class C shares of any such companycompany by the Fund. (c) Such exclusive rights right also shall not apply to Shares Class C shares issued by a the Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights right also shall not apply to Shares of any class Class C shares issued by a the Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares Class C shares as shall be agreed between the Fund and the Distributor from time to time.