Common use of Repurchase of Shares Clause in Contracts

Repurchase of Shares. The Fund hereby authorizes the Distributor to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents: (a) Subject to and in conformity with all applicable Federal and state legislation, any applicable rules of the National Association of Securities Dealers, Inc. and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for in the then current Prospectus of the Fund. (b) The Distributor agrees to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In the event that the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.

Repurchase of Shares. The Fund hereby authorizes the Distributor to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents: (a) Subject to and in conformity with all applicable Federal and state legislation, any applicable rules of the National Association of Securities Dealers, Inc. and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for in the then current Prospectus of the Fund. (b) The Distributor agrees to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In the event that the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the he Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.

Repurchase of Shares. The Trust on behalf of each Applicable Fund hereby authorizes will pay to the Distributor (or its designee or transferee) in addition to repurchasethe fees with respect to the Retail Class B shares of each Applicable Fund set forth in Section 3 hereof, any contingent deferred sales charge imposed on repurchases of Retail Class B shares of each Applicable Fund upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents: (a) Subject to and in conformity with all applicable Federal and state legislation, any applicable rules of the National Association of Securities Dealers, Inc. and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for forth in the then current Prospectus of the Fund. (b) The Distributor agrees to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and the time or times prospectus of such repurchasesFund. Notwithstanding anything to the contrary herein, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In the event that the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing paid such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it contingent deferred sales charges in respect of such Shares, provided that Retail Class B shares taken into account in computing the portion, Distributor's Allocable Portion of the Distribution Fee even if any, the Distributor is terminated as general distributor of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include Retail Class B shares or in the form event of Dealer any termination of the Agreement other than in connection with securities dealers a corresponding provision for Complete Termination of the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, Plan as agent within seven business days after in effect on the date of execution of this Amendment No. 1. The Trust's obligation to remit such contingent deferred sales charges to the Distributor shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Trust of its right separately to pursue any claims it may have against the Distributor and to enforce such claims against any assets (other than the Distributor's right to be paid its Allocable Portion of the Distribution Fee and to be paid the contingent deferred sales charges) of the Distributor). The Trust will not waive any contingent deferred sales charge for Retail Class B shares of any Applicable Fund except under the circumstances set forth in the Applicable Fund's confirmation prospectus dated August 31, 2001, without the consent of their purchasesthe Distributor (or, if rights to payment have been transferred, the transferee).

Repurchase of Shares. The BNYM shall process requests to repurchase Shares as follows: (i) All requests to transfer or repurchase Shares and payment therefor shall be made in accordance with the Fund’s prospectus, when the shareholder tenders Shares in proper form, accompanied by such documents as BNYM reasonably may deem necessary. (ii) BNYM reserves the right to refuse to transfer or repurchase Shares until it is satisfied that the endorsement on the instructions is valid and genuine and that the requested transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to process transfers or repurchases which BNYM, in its good judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or repurchase. (iii) When Shares are repurchased, BNYM shall deliver to the Fund’s custodian (the “Custodian”) and the Fund hereby authorizes or its designee a notification setting forth the Distributor number of Shares repurchased. Such repurchased Shares shall be reflected on appropriate accounts maintained by BNYM reflecting outstanding Shares of the Fund and Shares attributed to repurchaseindividual accounts. (iv) BNYM shall, upon receipt of the terms and conditions hereinafter set forth, as monies provided to it by the Fund's agent and Custodian for the Fund's accountrepurchase of Shares, pay such shares monies as may be offered for sale to are received from the Fund Custodian, all in accordance with the procedures established from time to time by holders of such Shares or their agents: (a) Subject to between BNYM and in conformity with all applicable Federal and state legislation, any applicable rules of the National Association of Securities Dealers, Inc. and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for in the then current Prospectus of the Fund. (bv) The Distributor agrees to notify the Fund at such times as the Fund may specify When a broker-dealer notifies BNYM of the number of Shares repurchased for the Fund's account and the time or times of such repurchasesa repurchase desired by a customer, and the Fund Custodian provides BNYM with funds, BNYM shall notify prepare and send the Distributor repurchase check to the broker-dealer and made payable to the broker-dealer on behalf of its customer, unless otherwise instructed in writing by the prices applicable to such repurchasesbroker-dealer. (cvi) The Fund BNYM shall have the right not process or effect any repurchase requests with respect to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any Shares of the Fund's officers. In the event that the Distributor's authorization is, Fund after receipt by the terms BNYM or its agent of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote notification of the Board suspension of Trustees the determination of the net asset value of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.

Repurchase of Shares. The Fund hereby authorizes Distributor will act as agent for the Distributor to repurchase, Trust in connection with the repurchase and redemption of shares by the Trust upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents: (a) Subject to and in conformity with all applicable Federal and state legislation, any applicable rules of the National Association of Securities Dealers, Inc. and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for forth in the then current Prospectus prospectus and statement of additional information (collectively, the "prospectus") of the Fund. (b) Trust or as the Trust acting through its Trustees may otherwise direct. The Distributor agrees to notify the Fund at may employ such times third parties, including one or more participating brokers or introducing brokers, for such purposes as the Fund may specify Distributor, in its sole discretion, shall deem to be advisable or desirable. Any contingent deferred sales charge imposed on repurchases and redemptions of Class A, Class B and Class C shares upon the number of Shares repurchased for terms and conditions set forth in the Fund's account and the time or times of such repurchases, and the Fund Prospectus shall notify be paid to the Distributor of in addition to the prices applicable fees with respect to such repurchases. (c) The Fund shall have Class A, Class B and Class C shares set forth in Section 2 hereof. Notwithstanding anything to the right to suspend or revoke the foregoing authorization at any time; unless otherwise statedcontrary in this Agreement, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In the event that the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for paid such contingent deferred sales charges in respect of Class B shares taken into account in computing the FundDistributor's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery Allocable Portion of the certificates representing such Shares in proper form for transfer to Distribution Fee notwithstanding the Distributor's termination as general distributor of the Class B shares of a Fund or against the authorized transfer any termination of book Shares from an Open Account and against delivery of any this Agreement other documentation required by the Board of Trustees than in connection with a Complete Termination of the Fund. (f) The Distributor shall receive no commissions or other compensation Class B Distribution and Service Plan as in respect effect on the date of execution of this Agreement. Except as provided in the preceding sentence, the Trust's obligation to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold remit such contingent deferred sales charges to the Distributor shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Trust or a Fund of its right separately to pursue any claims it may have against the Distributor and to enforce such claims against any assets (other than its right to be paid its Allocable Portion of the Distribution Fee and to be paid the contingent deferred sales charges) of the Distributor). The Trust will not waive any contingent deferred sales charge except under the terms circumstances set forth in the Trust's prospectus dated October 1, 2001 without the consent of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase(or, if rights to payment have been transferred, the Distributor shall forfeit transferee).The Trust will take such steps as are commercially reasonable to track on a share-by-share basis the amount above the net asset value received by it in respect aging of such Shares, provided that the portion, if any, its shares for purposes of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchasescalculating any contingent deferred sales charges and/or distribution fees.

Repurchase of Shares. The Fund hereby authorizes the Distributor to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents: (a) Subject to and in conformity with all applicable Federal and state legislation, any applicable rules of the National Association of Securities Dealers, Inc. and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for in the then current Prospectus of the Fund. (b) The Distributor agrees to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In the event that the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered recove red by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.

Repurchase of Shares. The Fund hereby authorizes a. Except as otherwise provided in this Declaration, no Shareholder or other Person holding Shares will have the Distributor right to withdraw, redeem, or tender Shares to the Trust for repurchase. b. Unless the Trustees otherwise determine, upon each Shareholder shall have the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, right at such shares times as may be offered permitted by the Trustees to require the Trust to repurchase all or any part of his Shares at the net asset value thereof as of the repurchase pricing date established by the Trustees, less any repurchase fee established by the Trustees in their discretion, and subject to such conditions as the Trustees may determine, which may include establishing a maximum amount of Shares that may be repurchased and prorating Shares tendered for sale repurchase if the repurchase is oversubscribed. Payment for said Shares shall be made by the Trust to the Fund Shareholder within seven days after the repurchase pricing date established by the Trustees. Subject to the requirements of the 1940 Act and the rules thereunder, the repurchase price may in any case or cases be paid in cash or wholly or partly in kind if the Trustees determine that such payment is advisable in the interest of the remaining Shareholders. Subject to the foregoing, the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the repurchase price shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. c. The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: i. the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; ii. ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; iii. continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; iv. any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true; v. with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; vi. if at such time such Shareholder owns Shares having an aggregate net asset value of less than an amount determined from time to time by holders of such Shares or their agents:the Trustees; (a) Subject to and vii. it would be in conformity with all applicable Federal and state legislation, any applicable rules the best interests of the National Association of Securities DealersTrust, Inc. and any applicable rules and regulations of as determined by the Securities and Exchange Commission under the Investment Company Act of 1940Trustees, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for in the then current Prospectus of the Fund. (b) The Distributor agrees to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and Trust to repurchase the time or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officersShares. In the event that the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.ARTICLE X

Repurchase of Shares. The In connection with the Fund's repurchase of its Shares pursuant to repurchase offers, the Fund hereby authorizes the Distributor Principal Underwriter to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares Shares as may be offered for sale to the Fund Fund, pursuant to repurchase offers, from time to time by holders of such Shares or their agents:agents up to the amount of Shares repurchased by the Fund in any particular repurchase offer. (a) Subject to and in conformity with all applicable Federal federal and state legislation, any applicable rules of the National Association of Securities DealersNASD, Inc. Inc., and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 19401940 Act, the Distributor Principal Underwriter may accept offers of holders of Shares to resell such Shares to the Fund on such term terms and conditions and at such prices as described and provided for in the then current Prospectus of the FundFund and in any applicable repurchase offer document regarding the particular repurchase offer. (b) The Distributor Principal Underwriter agrees to notify the Fund at such times as the Fund may specify of the number of Shares each class of Shares, respectively, repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor Principal Underwriter of the prices and, in the case of a class of EWC Shares or Combination Shares, of the early withdrawal charge as described below, if any, applicable to repurchases of Shares of such repurchasesclass. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In the event that the DistributorPrincipal Underwriter's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor Principal Underwriter agrees that all repurchases of Shares made by the Distributor Principal Underwriter shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay pay, for the Fund's account account, the repurchase price (together with any applicable early withdrawal charge) of any Shares so repurchased for the Fund against the authorized transfer of book shares from an open account and against delivery of any other documentation required by the Board of Trustees of the Fund or, in the case of certificated Shares, against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor Principal Underwriter shall receive no commissions or other compensation in respect to of any repurchases of FESC Shares for the Fund under the foregoing authorization and appointment as agent. With respect to any repurchase of EWC Shares or Combination Shares, the Principal Underwriter shall receive the early withdrawal charge, if any, applicable to the respective class of Shares that have been held for less than a specified period of time with respect to such class as set forth from time to time in the Fund's Prospectus. The Principal Underwriter shall receive no other commission or other compensation in respect of any repurchases of EWC Shares or Combination Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares FESC Shares sold to the Distributor Principal Underwriter under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor Principal Underwriter as agent or are tendered for redemption repurchase within seven business days after the date of the FundPrincipal Underwriter's confirmation of the original purchasepurchase by the Principal Underwriter, the Distributor Principal Underwriter shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed re-allowed by the Distributor Principal Underwriter to dealers or agents shall be repayable to the Fund only to the extent recovered by the Distributor Principal Underwriter from the dealer or agent concerned. The Distributor Principal Underwriter shall include in the form of Dealer Agreement agreements with securities such dealers and agents a corresponding provision for the forfeiture by dealer them of their concession with respect to FESC Shares purchased by them and redeemed or their principals or repurchased by the Fund or by the Distributor, Principal Underwriter as agent within seven business days after the date of the FundPrincipal Underwriter's confirmation of their such initial purchases. (h) It is understood that Shares of the Fund will not be repurchased by either the Fund or the Principal Underwriter outside of the Fund's repurchase offers, and that no secondary market for the Fund shares exists currently, or is expected to develop. Accordingly investment in the Fund's Shares would be considered illiquid. ANY REPRESENTATION AS TO A REPURCHASE OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN THE FUND'S THEN CURRENT PROSPECTUS OR REPURCHASE OFFER, IS EXPRESSLY PROHIBITED. (i) The Principal Underwriter hereby covenants that it (i) will not make a secondary market in any Shares of the Fund, (ii) will not purchase or hold such Shares in inventory for the purpose of resale in the open market, (iii) will not repurchase Shares in the open market, and (iv) will require every bank, broker or dealer participating in the continuous offering of the shares to make the covenants contained in clauses (i), (ii) and (iii) of this Section 6(i) as a condition precedent to their participation in such offering.

Repurchase of Shares. The Fund hereby authorizes Trust may repurchase such Shares as are tendered by any Holder for repurchase pursuant to a repurchase offer or tender offer made by the Distributor Trust periodically or from time to repurchasetime, upon the terms and conditions hereinafter set forth, presentation by the Holder of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust repurchase such Shares or in accordance with such other procedures for repurchase as the Fund's agent and for the Fund's account, such shares as Trustees may be offered for sale to the Fund from time to time by holders authorize; and the Trust will pay therefor the net asset value thereof, in accordance with such repurchase offer, tender offer, this Declaration of Trust, the By-Laws and applicable law. Payment for such Shares or their agents: (a) Subject to and in conformity with all applicable Federal and state legislation, any applicable rules of shall be made by the National Association of Securities Dealers, Inc. and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares Trust to the Fund on such term and conditions and at such prices Holder within seven days after the date as described and provided for in the then current Prospectus of repurchase offer, tender offer or other such other authorized procedures; provided that the Fund. (b) request for repurchase is made in proper form. The Distributor agrees obligation set forth in this Section 6.02 is subject to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In provision that in the event that any time the Distributor's authorization isNew York Stock Exchange (the "Exchange") is closed for other than weekends or holidays, or if permitted by the terms rules of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets held with respect to such noticeSeries or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. The repurchase price may in any case or cases be paid wholly or partly in kind if the Trustees determine that such payment is advisable in the interest of the remaining Holders of the Series for more than twenty-four hours or until further noticewhich the Shares are being repurchased. Subject to the foregoing, the authorization given by this Section 6 shall not be revived except by vote fair value, selection and quantity of the Board securities or other property so paid or delivered as all or part of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price may be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any Shares so repurchased corporation or other Person in transferring securities selected for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund as all or against the authorized transfer of book Shares from an Open Account and against delivery part of any other documentation required by the Board of Trustees of the Fundpayment in kind. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.

Repurchase of Shares. The Fund hereby authorizes the Distributor to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents: (a) Subject to and in conformity with all applicable Federal and state legislation, any applicable rules All (but not less than all) of the National Association of Securities Dealers, Inc. and any applicable rules and regulations Vested Shares (whether held by the Equity Participant or one or more of the Securities Equity Participant’s transferees) are subject to repurchase by the Corporation (and Exchange Commission under shall be repurchased by the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for Corporation) in accordance with this Section 6.2 in the then current Prospectus event the Equity Participant ceases to be employed by the Corporation by reason of termination with Cause, in which case the Fundpurchase price for each Vested Share subject to repurchase shall be the Original Cost Per Share. (b) The Distributor agrees Except as provided in Section 6.2(a) under no other circumstances will the Equity Participant or any other person be obligated to notify the Fund at such times as the Fund may specify of the number of sell any Shares repurchased for the Fund's account and the time pursuant to this Agreement or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchasesotherwise. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any closing of the Fund's officers. In the event that the Distributor's authorization is, purchase of Vested Shares pursuant to this Section 6.2 shall take place on a date designated by the terms of such noticeCorporation, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 which date shall not be revived except by vote more than 60 days nor less than five days after the occurrence of the Board event giving rise to the Corporation’s option to repurchase the Vested Shares. The Corporation will pay for Vested Shares to be purchased pursuant to this Section 6.2 by delivery of Trustees a check or wire transfer of the Fundfunds. (d) The Distributor agrees that Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Vested Shares made by the Distributor Corporation shall be made only as agent for subject to applicable restrictions contained in federal law, the Fund's account Delaware General Corporation Law and pursuant in the Corporation’s debt and equity financing agreements. Notwithstanding anything to the terms and conditions herein set forthcontrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of Vested Shares thereunder which the Corporation is otherwise entitled to make, the Corporation may make such repurchases within thirty days of the date that it is permitted to do so under such restrictions. (e) The Fund agrees In the event that Vested Shares are repurchased pursuant to authorize this Section 6.2, the Equity Participant and direct its Custodian for the Fund his successors, assigns or representatives will take all steps necessary and desirable to pay for the Fund's account the repurchase price obtain all required third party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of any Shares so repurchased for the Fund against delivery of the certificates representing such Shares repurchase(s) in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required a timely manner as are requested by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, Corporation; provided that the portion, if any, cost of taking such amount reallowed steps requested by the Distributor to dealers Corporation shall be repayable reimbursed by the Corporation, subject to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form receipt of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchasesappropriate documentation.

Repurchase of Shares. The Fund hereby authorizes (a) In connection with the repurchase of Shares, you are appointed and shall act as Agent of the Trust. You are authorized, for so long as you act as General Distributor of the Fund, to repurchase, upon from authorized insurance companies, certificated or uncertificated shares of the terms and conditions hereinafter set forth, as Fund (“Shares”) on the Fund's agent and basis of orders received from each authorized insurance company with which you have a participation agreement for the Fund's accountsale of Shares and permitting resales of Shares to you, provided that such shares as may authorized insurance company, at the time of placing such resale order, shall represent (i) if such Shares are represented by certificate(s), that certificate(s) for the Shares to be offered repurchased have been delivered to it by the indirect shareholder(s) with a request for sale to the Fund from time to time by holders redemption of such Shares executed in the manner and with the signature guarantee required by the then current Prospectus and/or SAI, or their agents:(ii) if such Shares are uncertificated, that the indirect shareholder(s) has delivered to the authorized insurance company a request for the redemption of such Shares executed in the manner and with the signature guarantee required by the then current policies and procedures of the Transfer Agent of the Fund. (b) You shall (a) Subject have the right in your discretion to accept or reject orders for the repurchase of Shares; (b) promptly transmit confirmations of accepted repurchase orders (which may be netted against corresponding redemption orders); and (c) transmit a copy of such confirmation to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. In your discretion, you may accept repurchase requests made by a financially responsible authorized insurance company which provides you with indemnification in conformity form satisfactory to you in consideration of your acceptance of such request in lieu of the written redemption request of the owner of the account; you agree that the Trust shall be a third party beneficiary of such indemnification. (c) Upon receipt by the Trust or its duly appointed transfer or shareholder servicing agent of any certificate(s) (if any has been issued) for repurchased Shares and a written redemption request of the indirect shareholder(s) of such Shares executed in the manner and bearing the signature guarantee required by the then current policies and procedures of the Transfer Agent of the Fund, the Trust will pay or cause its duly appointed transfer or shareholder servicing agent promptly to pay to the authorized insurance company the redemption price of the repurchased Shares (other than repurchased Shares subject to the provisions of part (d) of Section 4 of this Agreement) next determined after your receipt of the authorized insurance company's repurchase order. (d) Notwithstanding the provisions of part (c) of Section 4 of this Agreement, repurchase orders received from an authorized insurance company after the latest determination of the Fund’s redemption price on a regular business day will receive that day's latest redemption price if the request to the authorized insurance company by its customer to arrange such repurchase prior to the latest determination of the Fund’s redemption price that day complies with the requirements governing such requests as stated in the current Prospectus and/or SAI. (e) You will make every reasonable effort and take all applicable Federal reasonably available measures to assure the accurate performance of all services to be performed by you hereunder within the requirements of any statute, rule or regulation pertaining to the redemption of shares of a regulated investment company and state legislationany requirements set forth in the then current Prospectus and/or SAI of the Trust. You shall correct any error or omission made by you in the performance of your duties hereunder of which you shall have received notice in writing and any necessary substantiating data; and you shall hold a Fund harmless from the effect of any errors or omissions which might cause an over- or under-redemption of a Fund’s Shares and/or an excess or non-payment of dividends, any applicable capital gains distributions, or other distributions. (f) In the event an authorized insurance company initiating a repurchase order shall fail to make delivery or otherwise settle such order in accordance either with the rules of the National Association of Securities Dealers, Inc. or a participation agreement to which the Trust is a party and any applicable rules and regulations of to which the Securities and Exchange Commission under the Investment Company Act of 1940Shares are subject, the Distributor may accept offers of holders of Shares to resell such Shares to the Fund on such term and conditions and at such prices as described and provided for in the then current Prospectus of the Fund. (b) The Distributor agrees to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund you shall have the right to suspend or revoke cancel such repurchase order and, at your account and risk, to hold responsible the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officersauthorized insurance company. In the event that any cancellation of a Share repurchase order or any error in the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote timing of the Board acceptance of Trustees of the Fund. (d) The Distributor agrees that all repurchases of Shares made by the Distributor a Share repurchase order shall be made only as agent for the Fund's account and pursuant result in a gain or loss to the terms and conditions herein set forthTrust, you agree promptly to reimburse the Trust for any amount by which any loss shall exceed then-existing gains so arising. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.

Repurchase of Shares. The Fund hereby authorizes (a) Unless the Distributor Board otherwise determines with respect to repurchasea particular Class at the time of establishing and designating the same, upon each Member shall have the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, right at such shares times as may be offered permitted by the Board to require the Fund to repurchase all or any part of such Member’s Shares at the Net Asset Value thereof as of the repurchase pricing date established by the Board, less any repurchase fee established by the Board in its discretion, and subject to such conditions as the Board may determine, which may include establishing a maximum amount of Shares that may be repurchased and prorating Shares tendered for sale repurchase if the repurchase is oversubscribed. Payment for said Shares shall be made by the Fund to the Fund from time to time Member within seven (7) days after the repurchase pricing date established by holders the Board. The repurchase price may in any case or cases be paid in cash or wholly or partly in kind if the Board determines that such payment is advisable in the interest of such Shares or their agents: (a) the remaining Members. Subject to the foregoing, the fair value, selection and in conformity with quantity of securities or other property so paid or delivered as all applicable Federal and state legislation, any applicable rules or part of the National Association of Securities Dealers, Inc. and any applicable rules and regulations repurchase price shall be determined by or under authority of the Securities and Exchange Commission under the Investment Company Act of 1940, the Distributor may accept offers of holders of Shares to resell such Shares to Board. In no case shall the Fund on such term and conditions and at such prices be liable for any delay of any corporation or other Person in transferring securities selected for delivery as described and provided for all or part of any payment in the then current Prospectus of the Fundkind. (b) The Distributor agrees to notify the Fund at such times as the Fund may specify of the number of Shares repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor of the prices applicable to such repurchases. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at its option and at any time to repurchase or redeem all or any part of the Shares of a Member or of any Person acquiring such Shares from or through a Member at the Net Asset Value thereof, to the extent permitted by the 1940 Act, without the consent or other action by the Member or other Person, for any reason under such terms as may be established by the Board from time to time; unless otherwise stated, any . (c) The Board may declare a suspension of the right of repurchase or postpone the date of payment as permitted under the 1940 Act. Such suspension shall take effect at such suspension or revocation time as the Board shall specify and thereafter there shall be effective forthwith upon receipt no right of notice thereof by telegraph repurchase or by written instrument from any of payment until the Fund's officersBoard shall declare the suspension at an end. In the event that the Distributor's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further noticeFund is divided into Classes, the authorization given by provisions of this Section 6 shall not be revived except by vote 4.02, to the extent applicable as determined in the discretion of the Board of Trustees of and consistent with the Fund1940 Act, may be equally applied to each such Class. (d) The Distributor agrees that all repurchases holders of Shares made by the Distributor shall be made only as agent for the Fund's account and pursuant upon demand disclose to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay for the Fund's account the repurchase price of any Shares so repurchased for the Fund against delivery of the certificates representing Board in writing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Distributor shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a corresponding provision for the forfeiture by dealer of their concession information with respect to direct and indirect ownership of Shares purchased by them and redeemed or repurchased by as the Fund or by Board deem necessary to comply with the Distributor, as agent within seven business days after the date requirements of the Fund's confirmation of their purchasesany taxing authority.

Repurchase of Shares. The In connection with the Fund's repurchase of its Shares pursuant to repurchase offers, the Fund hereby authorizes the Distributor Principal Underwriter to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares Shares as may be offered for sale to the Fund Fund, pursuant to repurchase offers, from time to time by holders of such Shares or their agents:agents up to the amount of Shares repurchased by the Fund in any particular repurchase offer. (a) Subject to and in conformity with all applicable Federal federal and state legislation, any applicable rules of the National Association of Securities Dealers, Inc. Inc., and any applicable rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 19401940 Act, the Distributor Principal Underwriter may accept offers of holders of Shares to resell such Shares to the Fund on such term terms and conditions and at such prices as described and provided for in the then current Prospectus of the FundFund and in any applicable repurchase offer document regarding the particular repurchase offer. (b) The Distributor Principal Underwriter agrees to notify the Fund at such times as the Fund may specify of the number of Shares each class of Shares, respectively, repurchased for the Fund's account and the time or times of such repurchases, and the Fund shall notify the Distributor Principal Underwriter of the prices and, in the case of a class of EWC Shares or Combination Shares, of the early withdrawal charge as described below, if any, applicable to repurchases of Shares of such repurchasesclass. (c) The Fund shall have the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by telegraph or by written instrument from any of the Fund's officers. In the event that the DistributorPrincipal Underwriter's authorization is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this Section 6 shall not be revived except by vote of the Board of Trustees of the Fund. (d) The Distributor Principal Underwriter agrees that all repurchases of Shares made by the Distributor Principal Underwriter shall be made only as agent for the Fund's account and pursuant to the terms and conditions herein set forth. (e) The Fund agrees to authorize and direct its Custodian for the Fund to pay pay, for the Fund's account account, the repurchase price (together with any applicable early withdrawal charge) of any Shares so repurchased for the Fund against the authorized transfer of book shares from an open account and against delivery of any other documentation required by the Board of Trustees of the Fund or, in the case of certificated Shares, against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor Principal Underwriter shall receive no commissions or other compensation in respect to of any repurchases of FESC Shares for the Fund under the foregoing authorization and appointment as agent. With respect to any repurchase of EWC Shares or Combination Shares, the Principal Underwriter shall receive the early withdrawal charge, if any, applicable to the respective class of Shares that have been held for less than a specified period of time with respect to such class as set forth from time to time in the Fund's Prospectus. The Principal Underwriter shall receive no other commission or other compensation in respect of any repurchases of EWC Shares or Combination Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares FESC Shares sold to the Distributor Principal Underwriter under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor Principal Underwriter as agent or are tendered for redemption repurchase within seven business days after the date of the FundPrincipal Underwriter's confirmation of the original purchasepurchase by the Principal Underwriter, the Distributor Principal Underwriter shall forfeit the amount above the net asset value received by it in respect of such Shares, provided that the portion, if any, of such amount reallowed re-allowed by the Distributor Principal Underwriter to dealers or agents shall be repayable to the Fund only to the extent recovered by the Distributor Principal Underwriter from the dealer or agent concerned. The Distributor Principal Underwriter shall include in the form of Dealer Agreement agreements with securities such dealers and agents a corresponding provision for the forfeiture by dealer them of their concession with respect to FESC Shares purchased by them and redeemed or their principals or repurchased by the Fund or by the Distributor, Principal Underwriter as agent within seven business days after the date of the FundPrincipal Underwriter's confirmation of their such initial purchases. (h) It is understood that Shares of the Fund will not be repurchased by either the Fund or the Principal Underwriter outside of the Fund's repurchase offers, and that no secondary market for the Fund shares exists currently, or is expected to develop. Accordingly investment in the Fund's Shares would be considered illiquid. ANY REPRESENTATION AS TO A REPURCHASE OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN THE FUND'S PROSPECTUS OR REPURCHASE OFFER, IS EXPRESSLY PROHIBITED. (i) The Principal Underwriter hereby covenants that it (i) will not make a secondary market in any Shares of the Fund, (ii) will not purchase or hold such Shares in inventory for the purpose of resale in the open market, (iii) will not repurchase Shares in the open market, and (iv) will require every bank, broker or dealer participating in the continuous offering of the shares to make the covenants contained in clauses (i), (ii) and (iii) of this Section 6(i) as a condition precedent to their participation in such offering.