Common use of Purchase of Shares from the Fund Clause in Contracts

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "“Prospectus" ” and "“Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Prior to the continuous offering of the Shares of a Fund, commencing on a date agreed upon by that Fund and the Distributor, the Distributor may solicit subscriptions for Shares during a subscription period that shall last for such period as may be agreed upon by the parties hereto. Subscriptions will be payable within three business days after the termination of the relevant subscription period, at which time the Shares will be issued against payment and such Fund will commence operations. (b) After a Fund commences operations, the Fund will commence an offering of its Shares, and thereafter the Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares Shares of the a Fund placed with the Underwriter Distributor by eligible investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersintermediaries. The price which the Underwriter shall pay for the shares so purchased from the Investors eligible to purchase each class of Shares of each Fund shall be those persons so identified in the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at currently effective prospectus and statement of additional information of a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectusprospectus" and "Statement statement of Additional Informationadditional information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed class of Shares ("eligible investors"). The price that the Distributor shall pay for Shares so purchased from a Fund shall be the net asset value at which the Underwriter is to purchase such sharesvalue, plusdetermined as set forth in Section 3(e) hereof, used in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of determining the public offering price on which such orders were based. (c) The Shares are to be resold by the Distributor to eligible investors at the public offering price, as set forth in Section 3(d) hereof, or to financial intermediaries having agreements with the Distributor pursuant to Section 7 hereof. (d) The public offering price of each class of Shares, i.e., the Class A shares price per share at which the Distributor or financial intermediaries may sell the Shares to eligible investors, shall be the public offering price as set forth in the Prospectusprospectus and statement of additional information relating to such class of Shares, or as otherwise permissible under the federal and state securities laws. Class A shares If the public offering price does not equal an even cent, the public offering price may be sold without such a sales charge adjusted to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Informationnearest cent. All payments to the Fund Funds hereunder shall be made in the manner set forth in Section 3(f) hereof3(g). (de) The net asset value of shares of the Fund Shares shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus each Fund's prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund shall have the right to suspend the sale of its Shares at times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. Each Fund shall also have the right to suspend the sale of its Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the judgment of that Fund, makes it impracticable or inadvisable to sell the Shares. (g) A Fund, or any agent of the a Fund designated in writing to the Underwriter by the that Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the a Fund; provided, however, that the a Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares from eligible investors. The A Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the a Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares Shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to that Fund through the Fund National Securities Clearing Corporation ("NSCC") in New York Clearing House fundsfunds or by Federal Funds wire. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the that Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the one or more then current Prospectus prospectuses and Statement statements of Additional Information additional information of the Fund (the each a "Prospectus" and a "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or and securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereofthe Prospectus, used in determining the public offering price on which such orders are were based. (b) The shares Shares are to be resold by the Underwriter to investors Distributor at a the public offering price, as set forth in Section 3(c) hereofthe Prospectus, to investors or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers including DWR, having selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(e) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (e) With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Fund's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Fund's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or and securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are basedProspectus. (b) The shares are to be resold by the Underwriter to investors Distributor at a public offering pricethe net asset value per share, as set forth in Section 3(c) hereofthe Prospectus to investors, or to securities dealersdealers of its choice, depository institutions or other financial intermediaries acting as agent for their customers having including DWR, who have entered into selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(d) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Fund's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Fund's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) The Underwriter Prior to the continuous offering of the Shares of a Fund, commencing on a date agreed upon by that Fund and the Distributor, the Distributor may solicit subscriptions for Shares during a subscription period that shall last for such period as may be agreed upon by the parties hereto. Subscriptions will be payable within three business days after the termination of the relevant subscription period, at which time the Shares will be issued against payment and such Fund will commence operations. (b) After a Fund commences operations, the Fund will commence an offering of its Shares, and thereafter the Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares Shares of the a Fund placed with the Underwriter Distributor by eligible investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersintermediaries. The price which the Underwriter shall pay for the shares so purchased from the Investors eligible to purchase each class of Shares of each Fund shall be those persons so identified in the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at currently effective prospectus and statement of additional information of a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectusprospectus" and "Statement statement of Additional Information," additional information", respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed class of Shares ("eligible investors"). The price that the Distributor shall pay for Shares so purchased from a Fund shall be the net asset value at which the Underwriter is to purchase such sharesvalue, plusdetermined as set forth in Section 3(e) hereof, used in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of determining the public offering price on which such orders were based. (c) The Shares are to be resold by the Distributor to eligible investors at the public offering price, as set forth in Section 3(d) hereof, or to financial intermediaries having agreements with the Distributor pursuant to Section 7 hereof. (d) The public offering price of each class of Shares, i.e., the Class A shares price per share at which the Distributor or financial intermediaries may sell the Shares to eligible investors, shall be the public offering price as set forth in the Prospectusprospectus and statement of additional information relating to such class of Shares, or as otherwise permissible under the federal and state securities laws. Class A shares If the public offering price does not equal an even cent, the public offering price may be sold without such a sales charge adjusted to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Informationnearest cent. All payments to the Fund Funds hereunder shall be made in the manner set forth in Section 3(f) hereof3(g). (de) The net asset value of shares of the Fund Shares shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus each Fund's prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund shall have the right to suspend the sale of its Shares at times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. Each Fund shall also have the right to suspend the sale of its Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the judgment of that Fund, makes it impracticable or inadvisable to sell the Shares. (g) A Fund, or any agent of the a Fund designated in writing to the Underwriter by the that Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the a Fund; provided, however, that the a Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares from eligible investors. The A Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the a Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares Shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to that Fund through the Fund National Securities Clearing Corporation ("NSCC") in New York Clearing House fundsfunds or by Federal Funds wire. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the that Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Prior to the continuous offering of the Shares of a Fund, commencing on a date agreed upon by that Fund and the Distributor, the Distributor may solicit subscriptions for Shares during a subscription period that shall last for such period as may be agreed upon by the parties hereto. Subscriptions will be payable within three business days after the termination of the relevant subscription period, at which time the Shares will be issued against payment and such Fund will commence operations. (b) After a Fund commences operations, the Fund will commence an offering of its Shares, and thereafter the Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares Shares of the a Fund placed with the Underwriter Distributor by eligible investors or securities dealersfinancial intermediaries. Investors eligible to purchase each class of Shares of each Fund shall be those persons so identified in the currently effective prospectus and statement of additional information of a Fund (the “prospectus” and “statement of additional information,” respectively) under the Securities Act of 1933, depository institutions or other financial intermediaries acting as agent for their customersamended (the “Securities Act”), relating to such class of Shares (“eligible investors”). The price which that the Underwriter Distributor shall pay for the shares Shares so purchased from the a Fund shall be the net asset value, determined as set forth in Section 3(d3(e) hereof, used in determining the public offering price on which such orders are were based. (bc) The shares Shares are to be resold by the Underwriter Distributor to eligible investors at a the public offering price, as set forth in Section 3(c3(d) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 7 hereof. (cd) The public offering price of the shareseach class of Shares, i.e., the price per share at which the Underwriter Distributor or selected dealers or selected agents (each as defined in Section 8(a) below) financial intermediaries may sell shares the Shares to the publiceligible investors, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectusprospectus and statement of additional information relating to such class of Shares, or as otherwise permissible under the federal and state securities laws. Class A shares If the public offering price does not equal an even cent, the public offering price may be sold without such a sales charge adjusted to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Informationnearest cent. All payments to the Fund Funds hereunder shall be made in the manner set forth in Section 3(f) hereof3(g). (de) The net asset value of shares of the Fund Shares shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus each Fund’s prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund shall have the right to suspend the sale of its Shares at times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. Each Fund shall also have the right to suspend the sale of its Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the judgment of that Fund, makes it impracticable or inadvisable to sell the Shares. (g) A Fund, or any agent of the a Fund designated in writing to the Underwriter by the that Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the a Fund; provided, however, that the a Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares from eligible investors. The A Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the a Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares Shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to that Fund through the Fund National Securities Clearing Corporation (“NSCC”) in New York Clearing House fundsfunds or by Federal Funds wire. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the that Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or and securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, the Prospectus used in determining the public offering price on which such orders are were based. (b) The shares Shares are to be resold by the Underwriter to investors Distributor at a the public offering price, as set forth in Section 3(c) hereof, the Prospectus to investors or to securities dealersdealers including DWR, depository institutions or other financial intermediaries acting as agent for their customers having who have entered into selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Adviser shall pay, or cause an affiliate to pay, the Distributor a fee equal to 2.75% of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such sharesvalue, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares determined as set forth in the Prospectus, of Shares purchased from the Fund and sold by the Distributor in the continuous offering. Class A shares may be Pursuant to the selected dealer agreements referred to in Section 7 below, the Distributor shall pay Selected Dealers any amounts due to them in connection with the sale of Shares in the continuous offering. If Shares remain outstanding after one year from the date of their initial purchase, the Adviser will compensate, or cause an affiliate to compensate, the Distributor and Selected Dealers at an annual rate, paid annually, equal to 0.10% of the value of Shares sold without such a sales charge by the Distributor or selected dealers and remaining outstanding. The 0.10% fee referred to certain classes in the preceding sentence will begin accruing after one year from the date of persons initial purchase of the Shares. The compensation paid to the Distributor and Selected Dealers under this Section 3(c) and the early withdrawal charge, if any, referred to in Section 4(a) will not in the aggregate exceed the applicable limit (currently 7.25%) as determined from time to time set forth in by the Prospectus and Statement Association of Additional Information. All payments to the Fund hereunder shall be made in National Association of Securities Dealers, Inc. (the manner set forth in Section 3(f) hereof"NASD"). (d) The net asset value of shares Fund shall have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, if such suspension is required in accordance order to comply with the method set forth rules and regulations of the SEC, including Rule 10b-6 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), if such suspension is required in response to general market conditions in the Prospectus and Statement of Additional Information and guidelines established by the Directors portfolio securities of the Fund, or if there shall have been some other event which, in the judgment of the Fund, makes it impracticable or inadvisable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (f) With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Fund's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Fund's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersinvestors. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereofthe Prospectus, used in determining the public offering price on which such orders are were based. (b) The shares Shares are to be resold by the Underwriter to investors Distributor at a the public offering price, as set forth in Section 3(c) hereofthe Prospectus, to investors or to securities dealersdealers including DWR, depository institutions or other financial intermediaries acting as agent for their customers having who have entered into selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(e) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (e) With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Trust's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Trust's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of the Class A shares, a front-end sales charge equal not to a specified percentage or percentages exceed 8.5% of the public offering price of the Class A shares as set forth in the Prospectusshares, subject to reductions for volume purchases. Class A shares may be sold without such a sales charge to (i) certain classes officers, directors and full-time employees of persons as from time to time the Fund, the Underwriter and Alliance Capital Management L.P. (the Fund's manager), (ii) certain tax- qualified employee benefit plans, (iii) certain tax-exempt charitable, educational, religious or other organizations and (iv) certain other purchasers, in each case upon the terms and conditions set forth in the Prospectus and Statement of Additional InformationProspectus. If the public offering price does not equal an even cent, the public offering price may be adjusted to the nearest cent. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day on which said Exchange is open, in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Board of Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment Payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter Underwriter, upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the one or more then current Prospectus prospectuses and Statement statements of Additional Information additional information of the Fund (the each a "Prospectus" and a "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund Portfolio the shares needed to fill unconditional orders for shares of the Fund Portfolio placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund Portfolio shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with one or more of the then current Prospectus prospectuses and Statement statements of Additional Information additional information of the Fund (the "each a “Prospectus" ” and "a “Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund each Portfolio shall be determined by the FundPortfolio, or any agent of the FundPortfolio, as of the close of regular trading on the New York Stock Exchange on each Fund Portfolio business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its the shares of any Portfolio at any time in the absolute discretion of its Directors. (f) The FundEach Portfolio, or any agent of the Fund Portfolio designated in writing to the Underwriter by the FundPortfolio, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the FundPortfolio; provided, however, that the Fund Portfolio will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund Portfolio (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund Portfolio (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund Portfolio in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund Portfolio (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Fund will commence an offering of its Class B shares and thereafter the Distributor shall have the right to buy from the Fund the Class B shares needed, but not more than the Class B shares needed (except for clerical errors in transmission) to fill unconditional orders for Class B shares of the Fund placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the Class B shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d3(c) hereof, used in determining the public offering price on which such orders are based. (b) The Class B shares are to be resold by the Underwriter Distributor to investors at a public offering pricenet asset value, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter Distributor upon the terms and conditions set forth in Section 8 7 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of Class B shares of the Fund shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus prospectus and Statement statement of Additional Information additional information of the Fund and guidelines established by the Directors Board of the FundDirectors. (ed) The Fund reserves shall have the right to suspend the offering sale of its Class B shares at any time times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of its Class B shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the absolute discretion judgment of its Directorsthe Fund, makes it impracticable or inadvisable to sell the Class B shares. (fe) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for Class B shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of Class B shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such Class B shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).New

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "“Prospectus" ” and "“Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors Trustees of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its DirectorsTrustees. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares commencing on a date agreed upon by the Fund and the Underwriter, the Underwriter agrees to solicit subscriptions for shares during an initial offering period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the initial offering period. (b) After a period of time following the termination of the initial offering period, which will be determined by the Fund, the Fund will commence a continuous offering of its shares and thereafter the Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (bc) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c3(d) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (cd) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the one or more then current Prospectus prospectuses and Statement statements of Additional Information additional information of the Fund (the each a "Prospectus" and a "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f3(g) hereof. (de) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (ef) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fg) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund Portfolio the shares needed to fill unconditional orders for shares of the Fund Portfolio placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund Portfolio shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with one or more of the then current Prospectus prospectuses and Statement statements of Additional Information additional information of the Fund (the "each a “Prospectus" ” and "a “Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund each Portfolio shall be determined by the FundPortfolio, or any agent of the FundPortfolio, as of the close of regular trading on the New York Stock Exchange on each Fund Portfolio business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its the shares of any Portfolio at any time in the absolute discretion of its Directors. (f1) The FundEach Portfolio, or any agent of the Fund Portfolio designated in writing to the Underwriter by the FundPortfolio, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the FundPortfolio; provided, however, that the Fund Portfolio will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund Portfolio (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund Portfolio (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund Portfolio in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund Portfolio (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund Trust the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersinvestors. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereofthe Prospectus, used in determining the public offering price on which such orders are were based. (b) The shares Shares are to be resold by the Underwriter to investors Distributor at a the public offering price, as set forth in Section 3(c) hereofthe Prospectus, to investors or to securities dealersdealers including DWR, depository institutions or other financial intermediaries acting as agent for their customers having who have entered into selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(e) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (e) With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Trust's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Trust's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares commencing on a date agreed upon by the Fund and the Underwriter, the Underwriter agrees to solicit subscriptions for shares during an initial offering period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within six business days after the termination of the initial offering period. (b) After a period of time following the termination of the initial offering period, which will be determined by the Fund, the Fund will commence a continuous offering of its shares and thereafter the Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (bc) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (cd) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus prospectus and Statement statement of Additional Information additional information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f3(g) hereof. (de) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (ef) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fg) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Fund will commence a continuous offering of its shares and, thereafter, the Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersthe separate accounts of insurance companies. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d3(c) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors the separate accounts of insurance companies at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price price(s) of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the publicseparate accounts of insurance companies, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or stock certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "“Prospectus" ” and "“Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of each Class A sharesof shares that is subject a front-end sales charge, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the shares of such Class A of shares as set forth in the Prospectus. Shares of a Class A shares that are subject to a sales charge may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors Trustees of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its DirectorsTrustees. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Prior to the continuous offering of the Shares of the Fund, commencing on a date agreed upon by the Fund and the Distributor, the Distributor may solicit subscriptions for Shares during a subscription period that shall last for such period as may be agreed upon by the parties hereto. Subscriptions will be payable within three business days after the termination of the relevant subscription period, at which time the Shares will be issued against payment and such Fund will commence operations. (b) After the Fund commences operations, the Fund will commence an offering of its Shares, and thereafter the Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares Shares of the Fund placed with the Underwriter Distributor by eligible investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersintermediaries. The price which the Underwriter shall pay for the shares so purchased from Investors eligible to purchase each class of Shares of the Fund shall be those persons so identified in the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms currently effective prospectus and conditions set forth in Section 8 hereof. (c) The public offering price statement of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information additional information of the Fund (the "Prospectusprospectus" and "Statement statement of Additional Informationadditional information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed class of Shares ("eligible investors"). The price that the Distributor shall pay for Shares so purchased from the Fund shall be the net asset value at which the Underwriter is to purchase such sharesvalue, plusdetermined as set forth in Section 3(e) hereof, used in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of determining the public offering price on which such orders were based. (c) The Shares are to be resold by the Distributor to eligible investors at the public offering price, as set forth in Section 3(d) hereof, or to financial intermediaries having agreements with the Distributor pursuant to Section 7 hereof. (d) The public offering price of each class of Shares, i.e., the Class A shares price per share at which the Distributor or financial intermediaries may sell the Shares to eligible investors, shall be the public offering price as set forth in the Prospectusprospectus and statement of additional information relating to such class of Shares, or as otherwise permissible under the federal and state securities laws. Class A shares If the public offering price does not equal an even cent, the public offering price may be sold without such a sales charge adjusted to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Informationnearest cent. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof3(g). (de) The net asset value of shares of the Fund Shares shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus Fund's prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors of the FundDirectors. (ef) The Fund reserves shall have the right to suspend the offering sale of its shares Shares at any time times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of its Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the absolute discretion judgment of its Directorsthe Fund, makes it impracticable or inadvisable to sell the Shares. (fg) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares from eligible investors. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares Shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to the Fund through the National Securities Clearing Corporation ("NSCC") in New York Clearing House fundsfunds or by Federal Funds wire. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price price(s) of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares of each of the Fund's portfolios to the public, shall be the public offering price determined price(s) as set forth in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" Prospectus and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of the Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold to certain classes of persons at a reduced sales charge or without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time time, in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares commencing on a date agreed upon by the Fund and the Underwriter, the Underwriter agrees to solicit subscriptions for shares during an initial offering period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within six business days after the termination of the initial offering period. (b) After a period of time following the termination of the initial offering period, which will be determined by the Fund, the Fund will commence a continuous offering of its shares and thereafter the Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (bc) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (cd) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (de) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (ef) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fg) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Prior to the continuous offering of the Shares of a Fund, commencing on a date agreed upon by that Fund and the Distributor, the Distributor may solicit subscriptions for Shares during a subscription period that shall last for such period as may be agreed upon by the parties hereto. Subscriptions will be payable within three business days after the termination of the relevant subscription period, at which time the Shares will be issued against payment and such Fund will commence operations. (b) After a Fund commences operations, the Fund will commence an offering of its Shares, and thereafter the Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares Shares of the a Fund placed with the Underwriter Distributor by eligible investors or securities dealersfinancial intermediaries. Investors eligible to purchase each class of Shares of each Fund shall be those persons so identified in the currently effective prospectus and statement of additional information of a Fund (the “prospectus” and “statement of additional information”, depository institutions or other financial intermediaries acting respectively) under the Securities Act of 1933, as agent for their customersamended (the “Securities Act”), relating to such class of Shares (“eligible investors”). The price which that the Underwriter Distributor shall pay for the shares Shares so purchased from the a Fund shall be the net asset value, determined as set forth in Section 3(d3(e) hereof, used in determining the public offering price on which such orders are were based. (bc) The shares Shares are to be resold by the Underwriter Distributor to eligible investors at a the public offering price, as set forth in Section 3(c3(d) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 7 hereof. (cd) The public offering price of the shareseach class of Shares, i.e., the price per share at which the Underwriter Distributor or selected dealers or selected agents (each as defined in Section 8(a) below) financial intermediaries may sell shares the Shares to the publiceligible investors, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectusprospectus and statement of additional information relating to such class of Shares, or as otherwise permissible under the federal and state securities laws. Class A shares If the public offering price does not equal an even cent, the public offering price may be sold without such a sales charge adjusted to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Informationnearest cent. All payments to the Fund Funds hereunder shall be made in the manner set forth in Section 3(f) hereof3(g). (de) The net asset value of shares of the Fund Shares shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus each Fund’s prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund shall have the right to suspend the sale of its Shares at times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. Each Fund shall also have the right to suspend the sale of its Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the judgment of that Fund, makes it impracticable or inadvisable to sell the Shares. (g) A Fund, or any agent of the a Fund designated in writing to the Underwriter by the that Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the a Fund; provided, however, that the a Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares from eligible investors. The A Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the a Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares Shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to that Fund through the Fund National Securities Clearing Corporation (“NSCC”) in New York Clearing House fundsfunds or by Federal Funds wire. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the that Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, dealers or depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, dealers or depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price price(s) of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A sharesShares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectuscurrent Prospectus of the Fund. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the current Prospectus and Statement of Additional InformationInformation of the Fund. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, so determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively") under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A sharesShares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor will solicit subscriptions for shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The Underwriter subscriptions will be payable within six business days after the termination of the subscription period, at which time the Fund will commence operations. (b) After the Fund commences operations, the Fund will commence an offering of its shares and thereafter the Distributor shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (bc) The shares are to be resold by the Underwriter Distributor to investors at a public offering pricenet asset value, as set forth in Section 3(c3(d) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter Distributor upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) 7 hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus prospectus and Statement statement of Additional Information additional information of the Fund and guidelines established by the Directors Board of Trustees of the Fund. (e) The Fund reserves shall have the right to suspend the offering sale of its shares at any time times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of its shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the absolute discretion judgment of its Directorsthe Fund, makes it impracticable or inadvisable to sell the shares. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).its

Purchase of Shares from the Fund. (a) The Underwriter Fund will commence an offering of its Class B shares and thereafter the Distributor shall have the right to buy from the Fund the Class B shares needed, but not more than the Class B shares needed (except for clerical errors in transmission) to fill unconditional orders for Class B shares of the Fund placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the Class B shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d3(c) hereof, used in determining the public offering price on which such orders are based. (b) The Class B shares are to be resold by the Underwriter Distributor to investors at a public offering pricenet asset value, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter Distributor upon the terms and conditions set forth in Section 8 7 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of Class B shares of the Fund shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus prospectus and Statement statement of Additional Information additional information of the Fund and guidelines established by the Directors Board of the FundDirectors. (ed) The Fund reserves shall have the right to suspend the offering sale of its Class B shares at any time times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of its Class B shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other event, which, in the absolute discretion judgment of its Directorsthe Fund, makes it impracticable or inadvisable to sell the Class B shares. (fe) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for Class B shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of Class B shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such Class B shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are were based. (b) The shares are to be resold by the Underwriter Distributor to investors at a the public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter Distributor upon the terms and conditions set forth in Section 8 7 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter Distributor or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined as set forth in accordance with the then current Prospectus and Statement of Additional Information currently effective prospectus of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended 1933 (the "Securities Actprospectus"), ) relating to such shares, but not to exceed the net asset value at which value. If the Underwriter is to purchase such sharesresulting public offering price does not equal an even cent, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge adjusted to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Informationnearest cent. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof). (d) The net asset value of shares of the Fund shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus Fund's most current prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors Board of Trustees of the Fund. (e) The Fund reserves shall have the right to suspend the offering sale of its shares at any time times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of its shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by federal, Massachusetts, or New York authorities, or if there shall have been some other extraordinary event, which, in the absolute discretion judgment of its Directorsthe Fund, makes it impracticable to sell the shares. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fundit, shall be promptly advised by the Underwriter of all purchase orders for shares received by the UnderwriterDistributor. Procedures may be established whereby purchase orders are presented directly to the Fund or its designated agent upon the condition that in such cases it shall be deemed that the issuance of the shares to be purchased is made pursuant to Section 3 hereof. Any order may be rejected by the FundFund or the Distributor; provided, however, that the Fund neither will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, and will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made Purchase orders are effective when Federal Funds become available to the Fund in New York Clearing House fundsFund. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund Trust the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or and securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are basedProspectus. (b) The shares are to be resold by the Underwriter to investors Distributor at a public offering pricethe net asset value per share, as set forth in Section 3(c) hereofthe Prospectus to investors, or to securities dealersdealers of its choice, depository institutions or other financial intermediaries acting as agent for their customers having including DWR, who have entered into selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(d) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Fund's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Fund's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund Portfolio the shares needed to fill unconditional orders for shares of the Fund Portfolio placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund Portfolio shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with one or more of the then current Prospectus prospectuses and Statement statements of Additional Information additional information of the Fund (the each a "Prospectus" and a "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund each Portfolio shall be determined by the FundPortfolio, or any agent of the FundPortfolio, as of the close of regular trading on the New York Stock Exchange on each Fund Portfolio business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its the shares of any Portfolio at any time in the absolute discretion of its Directors. (f) The FundEach Portfolio, or any agent of the Fund Portfolio designated in writing to the Underwriter by the FundPortfolio, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the FundPortfolio; provided, however, that the Fund Portfolio will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund Portfolio (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund Portfolio (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund Portfolio in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund Portfolio (or its agent).

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor will solicit subscriptions for shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto The Underwriter subscriptions will be payable within six business days after the termination of the subscription period, at which time the Fund will commence operations. (b) After the Fund commences operations, the Fund will commence an offering of its shares and thereafter the Distributor shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund Fund. placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based.,; (bc) The shares are to be resold by the Underwriter Distributor to investors at a public offering pricenet asset value, as set forth in Section 3(c3(d) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter Distributor upon the terms and conditions set forth in Section 8 7 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof.4 (d) The net asset value of shares of the Fund shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus prospectus and Statement statement of Additional Information additional information of the Fund and guidelines established by the Directors of the FundTrustees. (e) The Fund reserves shall have the right to suspend the offering sale of its shares at any time times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of its shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the absolute discretion judgment of its Directorsthe Fund, makes it impracticable or inadvisable to sell the shares. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such 5 payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "“Prospectus" ” and "“Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of the Class A shares, a front-end sales charge equal not to a specified percentage or percentages exceed 8.5% of the public offering price of the Class A shares as set forth in the Prospectusshares, subject to reductions for volume purchases. Class A shares may be sold without such a sales charge to (i) certain classes officers, directors and full-time employees of persons as from time to time the Fund, the Underwriter and Alliance Capital Management L.P. (the Fund’s manager), (ii) certain tax-qualified employee benefit plans, (iii) certain tax-exempt charitable, educational, religious or other organizations and (iv) certain other purchasers, in each case upon the terms and conditions set forth in the Prospectus and Statement of Additional InformationProspectus. If the public offering price does not equal an even cent, the public offering price may be adjusted to the nearest cent. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day on which said Exchange is open, in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Board of Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares commencing on a date agreed upon by the Fund and the Underwriter, the Underwriter agrees to solicit subscriptions for shares during an initial offering period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within six business days after the termination of the initial offering period. (b) After a period of time following the termination of the initial offering period, which will be determined by the Fund, the Fund will commence a continuous offering of its shares and thereafter the Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, dealers or depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d3(e) hereof, used in determining the public offering price on which such orders are based. (bc) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c3(d) hereof, or to securities dealers, dealers or depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (cd) The public offering price price(s) of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A sharesShares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares Shares as set forth in the Prospectuscurrent Prospectus of the Fund. Class A shares Shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the current Prospectus and Statement of Additional InformationInformation of the Fund. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f3(g) hereof. (de) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the regular close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (ef) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fg) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in but not to exceed the case of Class A net asset value at which the Underwriter is to purchase such shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares, commencing on a date agreed to by the Fund and the Distributor, it is contemplated that the Distributor will solicit subscriptions for shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The Underwriter subscriptions will be payable on the fifth business day after the termination of the subscription period, at which time the Fund will commence operations. (b) Immediately after the completion of the subscription offering the Fund will commence an offering of its shares and thereafter the Distributor shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund Fund, placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(dthe currently effective prospectus of the Fund under the Securities Act of 1933 (the "Prospectus") hereof, used in determining the public offering price on which relating to such orders are basedshares. (bc) The shares are to be resold by the Underwriter - Distributor or selected dealers, as described in Section 6(d) hereof, to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such sharesvalue, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by have the Fund, or any agent right to suspend the sale of its shares at times when redemption is suspended pursuant to the Fund, as conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of the close of regular its shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall, have been suspended, if a banking moratorium shall have been declared by Federal, New York or New Jersey authorities, or if there shall have been some other event, which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable or inadvisable to sell the shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause cause, refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause cause-such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter FoM shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund placed with the Underwriter FoM by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter FoM shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d4(c) hereof, used in determining the public offering price described below on which such orders are were based. (b) The shares are to be resold by the Underwriter FoM to investors at a the public offering price, as set forth in Section 3(c4(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter FoM upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the sharesshares of any Series, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) FoM may sell shares to the public, shall be the public offering price as set forth in the Prospectus relating to such shares, which shall be the net asset value thereof, as determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth description thereof contained in the Prospectus and Statement of Additional Information. All payments relating to the Fund hereunder shall that Series, plus any sales charge which may be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined approved by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors Trustees of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fundit, shall be promptly advised by the Underwriter of all purchase orders for shares received by FoM. Procedures may be established by the UnderwriterFund and FoM whereby purchase orders for shares of any Series are presented directly to the Fund or an agent designated by the Fund upon the condition that in such cases it shall be deemed that the sale of the shares to be purchased is made pursuant to Section 4 hereof. Any order may be rejected by the Fund; Fund or FoM, provided, however, that the Fund neither will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, or in accordance with any exemptive order of the Commission, and will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made FoM. Purchase orders are effective when good investable funds become available to the Fund in New York Clearing House fundsFund. The Underwriter FoM agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors investors, securities dealers or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, dealers or depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section section 8 hereof. (c) The public offering price price(s) of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current currently effective Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectuscurrent Prospectus of the Fund. Class A shares may be sold without such a sales charge to certain classes of persons at reduced sales charges or without a sales charge as from time to time set forth in the current Prospectus and Statement of Additional InformationInformation of the Fund. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Prior to the continuous offering of the Shares of a Fund, commencing on a date agreed upon by that Fund and the Distributor, the Distributor may solicit subscriptions for Shares during a subscription period that shall last for such period as may be agreed upon by the parties hereto. Subscriptions will be payable within three business days after the termination of the relevant subscription period, at which time the Shares will be issued against payment and such Fund will commence operations. (b) After a Fund commences operations, the Fund will commence an offering of its Shares, and thereafter the Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares Shares of the a Fund placed with the Underwriter Distributor by eligible investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersintermediaries. The price which the Underwriter shall pay for the shares so purchased from the Investors eligible to purchase each class of Shares of each Fund shall be those persons so identified in the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at currently effective prospectus and statement of additional information of a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectusprospectus" and "Statement statement of Additional Informationadditional information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed class of Shares ("eligible investors"). The price that the Distributor shall pay for Shares so purchased from a Fund shall be the net asset value at which the Underwriter is to purchase such sharesvalue, plusdetermined as set forth in Section 3(e) hereof, used in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of determining the public offering price on which such orders were based. (c) The Shares are to be resold by the Distributor to eligible investors at the public offering price, as set forth in Section 3(d) hereof, or to financial intermediaries having agreements with the Distributor pursuant to Section 7 hereof. (d) The public offering price of each class of Shares, i.e., the Class A shares price per - - share at which the Distributor or financial intermediaries may sell the Shares to eligible investors, shall be the public offering price as set forth in the Prospectusprospectus and statement of additional information relating to such class of Shares, or as otherwise permissible under the federal and state securities laws. Class A shares If the public offering price does not equal an even cent, the public offering price may be sold without such a sales charge adjusted to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Informationnearest cent. All payments to the Fund Funds hereunder shall be made in the manner set forth in Section 3(f) hereof3(g). (de) The net asset value of shares of the Fund Shares shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus each Fund's prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund shall have the right to suspend the sale of its Shares at times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. Each Fund shall also have the right to suspend the sale of its Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the judgment of that Fund, makes it impracticable or inadvisable to sell the Shares. (g) A Fund, or any agent of the a Fund designated in writing to the Underwriter by the that Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the a Fund; provided, however, that the a Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares from eligible investors. The A Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the a Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares Shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to that Fund through the Fund National Securities Clearing Corporation ("NSCC") in New York Clearing House fundsfunds or by Federal Funds wire. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the that Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right right, acting as principal to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares Shares of the Fund placed with the Underwriter Distributor by eligible investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersintermediaries. The price which the Underwriter shall pay for the shares so purchased from Investors eligible to purchase each class of Shares of the Fund shall be those persons so identified in the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms currently effective prospectus and conditions set forth in Section 8 hereof. (c) The public offering price statement of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information additional information of the Fund (the "Prospectusprospectus" and "Statement statement of Additional Informationadditional information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed class of Shares ("eligible investors"). The price that the Distributor shall pay for Shares so purchased from the Fund shall be the net asset value at which the Underwriter is to purchase such sharesvalue, plusdetermined as set forth in Section 3(b) hereof, used in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of determining the public offering price of on which such orders were based. (b) The Shares are to be resold by the Class A Distributor to eligible investors at the public offering price, as set forth in Section 3(c) hereof, or to financial intermediaries having agreements with the Distributor pursuant to Section 7 hereof. The Distributor shall also have the right, as principal, to sell shares to dealers against orders therefore at the public offering price less a concession as set forth in the Prospectus. Class A shares prospectus or statement of additional information. (c) The public offering price of each class of Shares, i.e., the price per share at which the Distributor or financial intermediaries may sell the Shares to eligible investors, shall be sold without such a sales charge to certain classes of persons the public offering price as from time to time set forth in the Prospectus prospectus and Statement statement of Additional Informationadditional information relating to such class of Shares, or as otherwise permissible under the federal and state securities laws. If the public offering price does not equal an even cent, the public offering price may be adjusted to the nearest cent. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof). (d) The net asset value of shares of the Fund Shares shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus each Fund's prospectus and Statement statement of Additional Information additional information and guidelines established by the Directors of the FundDirectors. (e) The Fund reserves shall have the right to suspend the offering of its shares Shares at any time in the absolute discretion of its Board of Directors, and upon notice of such suspension, the Distributor shall cease to offer such Shares hereunder. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the a Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders at any time for the purchase of sharesany reason. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and and, upon receipt by the Fund (or its agent) of payment thereoftherefor, will deliver deposit receipts or certificates for such shares Shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made to the Fund through the National Securities Clearing Corporation ("NSCC") in New York Clearing House fundsfunds or by Federal Funds wire. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to timeto time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersinvestors. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereofthe Prospectus, used in determining the public offering price on which such orders are were based. (b) The shares Shares are to be resold by the Underwriter to investors Distributor at a the public offering price, as set forth in Section 3(c) hereofthe Prospectus, to investors or to securities dealersdealers including Discover Brokerage, depository institutions or other financial intermediaries acting as agent for their customers having who have entered into selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(e) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (e) With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Fund's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Fund's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) Prior to the continuous offering of the shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor will solicit subscriptions for shares during a subscription period which shall last for such period as be agreed upon by the parties hereto. The Underwriter subscriptions will be payable within six business days after the termination of the subscription period, at which time the Fund will commence operations. (b) After the Fund commences operations, the Fund will commence an offering of its shares and thereafter the Distributor shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d3(e) hereof, used in determining the public offering price on which such orders are based. (bc) The shares are to be resold by the Underwriter Distributor to investors at a public offering pricenet asset value, as set forth in Section 3(c3(e) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter Distributor upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) 7 hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, Fund or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus prospectus and Statement statement of Additional Information additional information the Fund and guidelines established by the Directors of the FundTrustees. (e) The Fund reserves shall have the right to suspend the offering sale of its shares at any time tmes when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Fund shall also have the right to suspend the sale of its shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium, shall have been declare, by Federal or New York authorities, or if there shall have been some other event, which, in the absolute discretion judgment of its Directorsthe Fund, makes it impracticable or inadvisable to sell the shares. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).its

Purchase of Shares from the Fund. (a) The Underwriter Placement Agent shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter Placement Agent by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Placement Agent shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter Placement Agent to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter Placement Agent upon the terms and conditions set forth in Section 8 9 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter Placement Agent or selected dealers or selected agents (each as defined in Section 8(a9(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), Private Placement Memorandum relating to such shares, but not to exceed the net asset value at which the Underwriter Placement Agent is to purchase such shares, plus, in the case of each Class A sharesof shares that is subject a front-end sales charge, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the shares of such Class A of shares as set forth in the ProspectusPrivate Placement Memorandum. Shares of a Class A shares that are subject to a sales charge may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional InformationPrivate Placement Memorandum. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information Private Placement Memorandum and guidelines established by the Directors Trustees of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its DirectorsTrustees. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter Placement Agent by the Fund, shall be promptly advised by the Underwriter Placement Agent of all purchase orders for shares received by the UnderwriterPlacement Agent. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the UnderwriterPlacement Agent. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Placement Agent agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (g) Notwithstanding anything to the contrary in this Agreement, only officers or employees of the Placement Agent or its affiliates (“AB Reps”) or selected dealers or selected agents (each as defined in Section 9(a) below) shall solicit potential investors, distribute marketing materials, subscription and other materials to potential investors, or otherwise service or assist in the offering of the shares during the term of this Agreement. The AB Reps selected dealers or selected agents shall identify potential investors that are “accredited investors” (as defined in Rule 501(a) under the Securities Act), and meet such other eligibility standards as are set forth in the Private Placement Memorandum, as amended or supplemented from time to time (investors meeting all of the foregoing qualifications, “Eligible Investors”). (h) The activities that are conducted by the Placement Agent with respect to the Fund shall be undertaken only in accordance with the terms and conditions set forth in the Private Placement Memorandum, applicable laws and regulations, and the terms of this Agreement. Eligible Investors will be required to execute and deliver a Subscription Agreement to the Fund in connection with their initial subscription for shares. The Fund shall furnish copies of the Private Placement Memorandum and the Subscription Agreement to the financial intermediaries in reasonable quantities upon request. (i) The Placement Agent shall permit financial intermediaries to offer the shares only to Eligible Investors only in jurisdictions in which the Fund is permitted to offer its shares, provided that the Fund or AB CarVal Investors L.P., the Fund’s investment adviser (the “Adviser”), has provided the Placement Agent in advance with a list of jurisdictions in which such offering may not be made.

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d@(c) hereof, used in determining the public offering price described below on which such orders are were based. (b) The shares are to be resold by the Underwriter Distributor to investors at a the public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers dealers having agreements with the Underwriter Distributor upon the terms and conditions set forth in Section 8 7 hereof. (c) The public offering price of the shares, i.e., the price price, per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) Distributor may sell shares to the public, shall be the public offering price as set forth in the currently effective prospectus of the Fund under the Securities Act (the "Prospectus") relating to such shares, which shall be the net asset value thereof, as determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth description thereof contained in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fundit, shall be promptly advised by the Underwriter of all purchase orders for shares received by the UnderwriterDistributor. Procedures may be established by the Fund and the Distributor whereby purchase orders for shares are presented directly to the Fund or an agent designated by the Fund upon the condition that in such cases it shall be deemed that the sale of the shares to be purchased is made pursuant to this Section 3. Any order may be rejected by the Fund; Fund or the Distributor, provided, however, that the Fund neither will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, or in accordance with any exemptive order of the Securities and Exchange Commission, and will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the UnderwriterDistributor. Payment shall be made Purchase orders are effective when Federal Funds become available to the Fund in New York Clearing House fundsFund. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price price(s) determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "“Prospectus" ” and "“Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time time, in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund Trust the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customersinvestors. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereofthe Prospectus, used in determining the public offering price on which such orders are were based. (b) The shares Shares are to be resold by the Underwriter to investors Distributor at a the public offering price, as set forth in Section 3(c) hereofthe Prospectus, to investors or to securities dealersdealers including DWR, depository institutions or other financial intermediaries acting as agent for their customers having who have entered into selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(e) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (e) With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Fund's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Fund's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors Trustees of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its DirectorsTrustees. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors investors, securities dealers or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, . used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, . or to securities dealers, dealers or depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price price(s) of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current currently effective Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, plus a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectuscurrent Prospectus of the Fund. Class A shares Shares may be sold without such a sales charge to certain classes of persons at reduced sales charges or without any sales charge as from time to time set forth in the current Prospectus and Statement of Additional InformationInformation of the Fund. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).of

Purchase of Shares from the Fund. (a) The Underwriter shall have the right to buy from the Fund Portfolio the shares needed to fill unconditional orders for shares of the Fund Portfolio placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund Portfolio shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with one or more of the then current Prospectus prospectuses and Statement statements of Additional Information additional information of the Fund (the "each a “Prospectus" ” and "a “Statement of Additional Information," ” respectively) under the Securities Act of 1933, as amended (the "“Securities Act"”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end . an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund each Portfolio shall be determined by the FundPortfolio, or any agent of the FundPortfolio, as of the close of regular trading on the New York Stock Exchange on each Fund Portfolio business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its the shares of any Portfolio at any time in the absolute discretion of its Directors. (f) The FundEach Portfolio, or any agent of the Fund Portfolio designated in writing to the Underwriter by the FundPortfolio, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the FundPortfolio; provided, however, that the Fund Portfolio will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund Portfolio (or its agent) will confirm orders upon their receipt, . will make appropriate book entries and and, upon receipt by the Fund Portfolio (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund Portfolio in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund Portfolio (or its agent).

Purchase of Shares from the Fund. (a) The Underwriter Distributor shall have the right to buy from the Fund the shares Shares needed, but not more than the Shares needed (except for clerical errors in transmission), to fill unconditional orders for shares of the Fund Shares placed with the Underwriter Distributor by investors or and securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter Distributor shall pay for the shares Shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereofthe Prospectus, used in determining the public offering price on which such orders are were based. (b) The shares are to be resold by the Underwriter to investors Distributor at a the public offering price, as set forth in Section 3(c) hereofthe Prospectus, to investors or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers including DWR, having selected dealer agreements with the Underwriter upon the terms and conditions set forth in Distributor pursuant to Section 8 hereof7 ("Selected Dealers"). (c) The public offering price Fund shall have the right to suspend the sale of the shares, i.e., the price per share Shares at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares times when redemption is suspended pursuant to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner conditions set forth in Section 3(f4(e) hereof. (d) . The net asset value of shares Fund shall also have the right to suspend the sale of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular Shares if trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth shall have been suspended, if a banking moratorium shall have been declared by federal or New York authorities, or if there shall have been some other extraordinary event which, in the Prospectus and Statement of Additional Information and guidelines established by the Directors judgment of the Fund, makes it impracticable to sell the Shares. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (fd) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares Shares received by the UnderwriterDistributor. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of sharesShares. The Fund (or its agent) Distributor will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) upon receipt of payment thereof, therefor and instructions will deliver deposit receipts or share certificates for such shares pursuant to Shares or a statement confirming the instructions issuance of the UnderwriterShares. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent). (e) With respect to Shares sold by any Selected Dealer, the Distributor is authorized to direct the Fund's transfer agent to receive instructions directly from the Selected Dealer on behalf of the Distributor as to registration of Shares in the names of investors and to confirm issuance of the Shares to such investors. The Distributor is also authorized to instruct the transfer agent to receive payment directly from the Selected Dealer on behalf of the Distributor, for prompt transmittal to the Fund's custodian, of the purchase price of the Shares. In such event the Distributor shall obtain from the Selected Dealer and maintain a record of such registration instructions and payments.