Common use of Sale and Payment Clause in Contracts

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Service Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “Front-End Load Shares” or “CDSL Shares”). Funds ” and individually as a “Load Share,” a “Front-End Load Share” or a “CDSL Share.” A Fund that issue contains Front-End Load Shares shall hereinafter be referred to collectively as “Load Funds” or “Front-End Load Funds” and individually as a “Load Fund” or a “Front-end Load Fund.” Funds A Fund that issue contains CDSL Shares shall hereinafter be referred to collectively as “Load Funds” or “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as a “Load FundsFund” or a “CDSL Fund.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 3.1 Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers. 3.4 With respect to CDSL Funds, the following provisions shall be applicable: (a) The Distributor shall be entitled to receive all contingent deferred sales load charges, 12b-1 payments and all distribution and service fees set forth in the Distribution Plan adopted by a CDSL Fund (collectively, the “CDSL Payments”) with respect to CDSL Shares. The Distributor may assign or sell to a third party (a “CDSL Financing Entity”) all or a part of the CDSL Payments on CDSL Shares that the Distributor is entitled to receive under this Agreement. The Distributor’s right to the CDSL Payments on such CDSL Shares, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement. (b) The Distributor may assign or sell to a CDSL Financing Entity all or part of the CDSL Payments the Distributor is entitled to receive. The Distributor’s right to payment of CDSL Payments, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement. Otherwise, (unless the Distributor is legally entitled to receive such fees as the financing entity) the right to receive all CDSL Payments in respect of periods subsequent to the termination of this Agreement shall terminate upon termination of this Agreement. In the event Distributor assigns or sells all or a part of the CDSL Payments to a CDSL Financing Entity and this Agreement is subsequently terminated, Distributor shall have no obligation to assist the CDSL Financing Entity in connection with such CDSL Financing Entity’s right to receive such CDSL Payments subsequent to such termination. (c) The Distributor shall not be required to offer or sell CDSL Shares of a CDSL Fund unless and until it has received a binding commitment from a CDSL Financing Entity (a “Commitment”) satisfactory to the Distributor which Commitment shall cover all expenses and fees related to the offer and sale of such CDSL Shares including, but not limited to, dealer reallowances, financing commitment fees, and legal fees. If at any time during the term of this Agreement the then-current CDSL financing is terminated through no fault of the Distributor, the Distributor shall have the right to immediately cease offering or selling CDSL Shares until substitute financing becomes effective. (d) The Distributor and the Trust hereby agree that the terms and conditions set forth herein regarding the offer and sale of CDSL Shares may be amended upon approval of both parties in order to comply with the terms and conditions of any agreement with a CDSL Financing Entity to finance the costs for the offer and sale of CDSL Shares so long as such terms and conditions are in compliance with the Distribution Plan.

Sale and Payment. 3.1 3.1. Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” ” 3.2. Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The (a) To the extent directed by the applicable Company or its Adviser and permitted by the Prospectus, the Distributor shall have the right to (a) offer Load Shares at their net asset value NAV and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to hereof and (b) sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 (b) Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared same-day funds equal to the applicable net asset value NAV of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers. 3.3. With respect to CDSL Funds, the following provisions shall be applicable: (a) Except as otherwise agreed by the parties hereto, the Distributor shall be entitled to receive all CDSL charges, Rule 12b-1 payments and all distribution and service fees set forth in the Distribution Plan adopted by a CDSL Fund (collectively, “CDSL Payments”) with respect to CDSL Shares. At the direction of a Company or the Adviser, the Distributor shall assign or sell to a third party (a “CDSL Financing Entity”) all or a part of the CDSL Payments on CDSL Shares that the Distributor is otherwise entitled to receive under this Agreement. The Distributor’s right to the CDSL Payments on such CDSL Shares, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement to the extent necessary to permit the Distributor to honor its ongoing obligations to a CDSL Financing Entity, if any. (b) Unless the Distributor is legally entitled to receive such fees as the financing entity, the right of the Distributor to receive any CDSL Payments in respect of periods subsequent to the termination of this Agreement shall terminate upon termination of this Agreement. In the event Distributor assigns or sells all or a part of the CDSL Payments to a CDSL Financing Entity and this Agreement is subsequently terminated, Distributor shall have no obligation to assist the CDSL Financing Entity in connection with such CDSL Financing Entity’s right to receive such CDSL Payments subsequent to such termination. (c) The Distributor shall not be required to offer or sell CDSL Shares of a CDSL Fund unless and until it has received a binding commitment (a “Commitment”) from the applicable Company or a CDSL Financing Entity that is reasonably satisfactory to the Distributor (it being understood in all cases that the Advisor or an affiliate of the Advisor will be satisfactory to the Distributor for this purpose), which Commitment shall cover all initial and ongoing expenses and fees related to the offer and sale of such CDSL Shares including, but not limited to, dealer reallowances, financing commitment fees, and reasonable legal fees. If at any time during the term of this Agreement the then-current CDSL financing is terminated through no fault of the Distributor, the Distributor shall have the right to immediately cease offering or selling CDSL Shares until substitute financing becomes effective. (d) The Distributor and each Company hereby agree that the terms and conditions set forth herein regarding the offer and sale of CDSL Shares may be amended upon approval of both parties in order to comply with the terms and conditions of any agreement with a CDSL Financing Entity to finance the costs for the offer and sale of CDSL Shares so long as such terms and conditions are in compliance with the Distribution Plan.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Service Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “Front-End Load Shares” or “CDSL Shares”). Funds ” and individually as a “Load Share,” a “Front-End Load Share” or a “CDSL Share.” A Fund that issue contains Front-End Load Shares shall hereinafter be referred to collectively as “Load Funds” or “Front-End Load Funds.” Funds and individually as a “Load Fund” or a “Front-end Load Fund” A Fund that issue contains CDSL Shares shall hereinafter be referred to collectively as “Load Funds” or “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as a “Load FundsFund” or a “CDSL Fund.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 3.1. Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2. Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 . The Distributor shall have the right to offer Load Shares at their net asset value value, if permitted by the Prospectus, and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 . Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers. With respect to CDSL Funds, the following provisions shall be applicable: The Distributor shall be entitled to receive all contingent deferred sales load charges, 12b-1 payments and all distribution and service fees set forth in the Distribution Plan adopted by a CDSL Fund with respect to CDSL Shares (collectively, the “CDSL Payments”) with respect to CDSL Shares. The Distributor may assign or sell to a third party (a “CDSL Financing Entity”) all or a part of the CDSL Payments on CDSL Shares that the Distributor is entitled to receive under this Agreement. The Distributor’s right to the CDSL Payments on such CDSL Shares, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement. The Distributor may assign or sell to a CDSL Financing Entity all or part of the CDSL Payments the Distributor is entitled to receive. The Distributor’s right to payment of CDSL Payments, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement. Otherwise, (unless the Distributor is legally entitled to receive such fees as the financing entity) the right to receive all CDSL Payments in respect of periods subsequent to the termination of this Agreement shall terminate upon termination of this Agreement. In the event Distributor assigns or sells all or a part of the CDSL Payments to a CDSL Financing Entity and this Agreement is subsequently terminated, Distributor shall have no obligation to assist the CDSL Financing Entity in connection with such CDSL Financing Entity’s right to receive such CDSL Payments subsequent to such termination. The Distributor shall not be required to offer or sell CDSL Shares of a CDSL Fund unless and until it has received a binding commitment from a CDSL Financing Entity (a “Commitment”) satisfactory to the Distributor which Commitment shall cover all expenses and fees related to the offer and sale of such CDSL Shares including, but not limited to, dealer reallowances, financing commitment fees, and legal fees. If at any time during the term of this Agreement the then-current CDSL financing is terminated through no fault of the Distributor, the Distributor shall have the right to immediately cease offering or selling CDSL Shares until substitute financing becomes effective.

Sale and Payment. 3.1 As of the date of this Agreement, there are no Shares subject to a sales load. To the extent Shares do become subject to a sales load, this Section 3 shall be applicable. Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). It is specifically understood and agreed that redemption fees payable by frequent traders to the Fund to compensate for the expenses of trading activity do not represent a contingent deferred sales load. Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared same-day funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers. 3.4 With respect to CDSL Funds, the following provisions shall be applicable: (a) The Distributor shall be entitled to receive all contingent deferred sales load charges, 12b-1 payments and all distribution and service fees set forth in the Distribution Plan adopted by a CDSL Fund (collectively, the “CDSL Payments”) with respect to CDSL Shares. The Distributor may assign or sell to a third party (a “CDSL Financing Entity”) all or a part of the CDSL Payments on CDSL Shares that the Distributor is entitled to receive under this Agreement. The Distributor’s right to the CDSL Payments on such CDSL Shares, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement. (b) Unless the Distributor is legally entitled to receive such fees as the financing entity, the right to receive all CDSL Payments in respect of periods subsequent to the termination of this Agreement shall terminate upon termination of this Agreement. In the event Distributor assigns or sells all or a part of the CDSL Payments to a CDSL Financing Entity and this Agreement is subsequently terminated, Distributor shall have no obligation to assist the CDSL Financing Entity in connection with such CDSL Financing Entity’s right to receive such CDSL Payments subsequent to such termination. (c) The Distributor shall not be required to offer or sell CDSL Shares of a CDSL Fund unless and until it has received a binding commitment (a “Commitment”) from the Trust or a CDSL Financing Entity satisfactory to the Distributor, which Commitment shall cover all initial and ongoing expenses and fees related to the offer and sale of such CDSL Shares including, but not limited to, dealer reallowances, financing commitment fees, and legal fees. If at any time during the term of this Agreement the then-current CDSL financing is terminated through no fault of the Distributor, the Distributor shall have the right to immediately cease offering or selling CDSL Shares until substitute financing becomes effective. (d) The Distributor and the Trust hereby agree that the terms and conditions set forth herein regarding the offer and sale of CDSL Shares may be amended upon approval of both parties in order to comply with the terms and conditions of any agreement with a CDSL Financing Entity to finance the costs for the offer and sale of CDSL Shares so long as such terms and conditions are in compliance with the Distribution Plan.

Sale and Payment. 3.1 Pursuant to the Articles of Incorporation dated March 27, 1990, each Portfolio may be divided into separate classes of Shares in which case the Shares of a Fund one or more classes may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans referred to above. To the extent that all Shares of a Fund Portfolio are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class that Shares of Shares or pursuant to two one or more classes of Shares)a Portfolio are sold at such an offering price, such Shares shall hereinafter be referred to collectively as “"Load Shares” (" and in the case of Shares individually as a "Load Share." A Portfolio that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End contains Load Shares shall hereinafter be referred to collectively as “Front-End "Load FundsPortfolios" and individually as a "Load Portfolio.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load SharesShares of the Load Portfolios identified on Schedule F hereto. 3.2 3.1 The Distributor shall have the right right, as principal, to offer purchase Load Shares from the Load Portfolios at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right right, as principal, to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund Portfolio to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund Portfolio or to its order an amount in New York cleared federal funds equal to the applicable net asset value of such Load Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Pursuant to the Declaration of Trust dated October 11, 1996, each Portfolio may be divided into separate classes of Shares in which case the Shares of a Fund one or more classes may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans referred to above. To the extent that all Shares of a Fund Portfolio are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class that Shares of Shares or pursuant to two one or more classes of Shares)a Portfolio are sold at such an offering price, such Shares shall hereinafter be referred to collectively as “"Load Shares” (" and in the case of Shares individually as a "Load Share." A Portfolio that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End contains Load Shares shall hereinafter be referred to collectively as “Front-End "Load FundsPortfolios" and individually as a "Load Portfolio.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load SharesShares of the Load Portfolios identified on Schedule F hereto. 3.2 3.1 The Distributor shall have the right right, as principal, to offer purchase Load Shares from the Load Portfolios at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right right, as principal, to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund Portfolio to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund Portfolio or to its order an amount in New York cleared federal funds equal to the applicable net asset value of such Load Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Service Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “Front-End Load Shares” or “CDSL Shares”). Funds ” and individually as a “Load Share,” a “Front-End Load Share” or a “CDSL Share.” A Fund that issue contains Front-End Load Shares shall hereinafter be referred to collectively as “Load Funds” or “Front-End Load Funds” and individually as a “Load Fund” or a “Front-End Load Fund.” Funds A Fund that issue contains CDSL Shares shall hereinafter be referred to collectively as “Load Funds” or “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as a “Load FundsFund” or a “CDSL Fund.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 2.1. Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 3 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 3 below. 3.3 2.2. Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 5.1 The Company reserves the right to suspend the offering of Shares of any Class at any time in the absolute discretion of the Company’s Board of Directors or officers, and will make reasonable notice to instruct the Distributor to decline to accept any orders for or make any sales of, the Shares until such time as those Directors or officers deem it advisable to accept such orders and to make such sales. 5.2 The Company shall cause its transfer agent (the “Transfer Agent”) to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. 5.3 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, ,” or Shares that are sold subject to a contingent deferred sales loadCDSC, “CDSL CDSC Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL CDSC Shares shall hereinafter be referred to collectively as “CDSL CDSC Funds.” Front-End end Load Funds and CDSL CDSC Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 5.4 The Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore at the applicable public offering price, as defined in Section 4 6 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 5.5 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Pursuant to the Agreement and Declaration of Trust dated September 15, 1988, each Fund may be divided into separate classes of Shares in which case the Shares of a Fund one or more classes may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Rule 12b-1 Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class that Shares of Shares or pursuant to two one or more classes of Shares)a Fund are sold at such an offering price, such Shares shall hereinafter be referred to collectively as “"Load Shares” (" and in the case of Shares individually as a "Load Share." A Fund that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End contains Load Shares shall hereinafter be referred to collectively as “Front-End "Load Funds" and individually as a "Load Fund.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load SharesShares of the Load Funds identified in Schedule E attached hereto. 3.2 The 4.1 Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 5 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 5 below. 3.3 4.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds, (or in federal funds in those instances in which the Distributor has received federal funds) equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Pursuant to the Agreement and Declaration of Trust dated September 15, 1988, each Fund may be divided into separate classes of Shares in which case the Shares of a Fund one or more classes may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Rule 12b-1 Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class that Shares of Shares or pursuant to two one or more classes of Shares)a Fund are sold at such an offering price, such Shares shall hereinafter be referred to collectively as “"Load Shares” (" and in the case of Shares individually as a "Load Share." A Fund that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End contains Load Shares shall hereinafter be referred to collectively as “Front-End "Load Funds" and individually as a "Load Fund.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load SharesShares of the Load Funds identified in Schedule C attached hereto. 3.2 The 4.1 Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 5 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 5 below. 3.3 4.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds, (or in federal funds in those instances in which the Distributor has received federal funds) equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Shareholder Service Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject are soldsubject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “"Load Shares” " (and in the case of Shares that are sold with a front-end sales load, “"Front-End Load Shares”, or " and Shares that are sold subject to a contingent deferred sales load, “"CDSL Shares”"). Funds that issue contain Front-End Load Shares shall hereinafter be referred to collectively as “"Front-End Load Funds.” ". Funds that issue contain CDSL Shares shall hereinafter be referred to collectively as “"CDSL Funds.” " Front-End end Load Funds and CDSL Funds may individually or collectively be referred to as “"Load Funds.” Under this Agreement, the " The following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 3.1 Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Pursuant to the Agreement and Declaration of Trust dated September 15, 1988, each Fund may be divided into separate classes of Shares in which case the Shares of a Fund one or more classes may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Rule 12b-1 Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class that Shares of Shares or pursuant to two one or more classes of Shares)a Fund are sold at such an offering price, such Shares shall hereinafter be referred to collectively as “"Load Shares” (" and in the case of Shares individually as a "Load Share." A Fund that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End contains Load Shares shall hereinafter be referred to collectively as “Front-End "Load Funds" and individually as a "Load Fund.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load SharesShares of the Load Funds identified in Schedule C attached hereto. 3.2 The 4.1 Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 5 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 5 below. 3.3 4.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds, (or in federal funds in those instances in which the Distributor has received federal funds) equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Pursuant to the Agreement and Declaration of Trust dated June 4, 1992, each Fund may be divided into separate classes of Shares in which case the Shares of a Fund one or more classes may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Services Plan referred to above. To the extent that all Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class that Shares of Shares or pursuant to two one or more classes of Shares)a Fund are sold at such an offering price, such Shares shall hereinafter be referred to collectively as “"Load Shares” (" and in the case of Shares individually as a "Load Share." A Fund that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End contains Load Shares shall hereinafter be referred to collectively as “Front-End "Load Funds" and individually as a "Load Fund.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load SharesShares of the Load Funds identified on Schedule D hereto. 3.2 3.1 The Distributor shall have the right right, as principal, to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right right, as principal, to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Service Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “Front-End Load Shares” or “CDSL Shares”). Funds ” and individually as a “Load Share,” a “Front-End Load Share” or a “CDSL Share.” A Fund that issue contains Front-End Load Shares shall hereinafter be referred to collectively as “Load Funds” or “Front-End Load Funds” and individually as a “Load Fund” or a “Front-end Load Fund.” Funds A Fund that issue contains CDSL Shares shall hereinafter be referred to collectively as “Load Funds” or “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as a “Load FundsFund” or a “CDSL Fund.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 3.1 Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 One or more classes of Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution and Service Plans referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class that Shares of Shares or pursuant to two one or more classes of Shares)a Fund are sold at such an offering price, such Shares shall hereinafter be referred to collectively as “"Load Shares” (" and in the case of Shares individually as a "Load Share." A Fund that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End contains Load Shares shall hereinafter be referred to collectively as “Front-End "Load Funds" and individually as a "Load Fund.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load SharesShares of the Load Funds identified in Schedule D attached hereto. 3.2 The 3.1 Distributor shall have the right right, as principal, to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right right, as principal, to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to in Section 2, above. To the extent that Shares of a Fund or its classes are sold at an offering price which that includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “"Load Shares” " (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “"Front-End Load Shares" or "CDSL Shares”). " and individually as a "Load Share," a "Front-End Load Share" or a "CDSL Share." Funds that issue contains Front-End Load Shares shall hereinafter be referred to collectively as “"Load Funds" or "Front-End Load Funds" and individually as a "Load Fund" or a "Front-end Load Fund.” " Funds that issue contain CDSL Shares shall hereinafter be referred to collectively as “"Load Funds" or "CDSL Funds" and individually as a "Load Fund" or a "CDSL Fund.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 3.1. Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2. Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Service Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares)redemptions, such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “Front-End Load Shares” or “CDSL Shares”). Funds ” and individually as a “Load Share,” a “Front-End Load Share” or a “CDSL Share.” A Fund that issue contains Front-End Load Shares shall hereinafter be referred to collectively as “Load Funds” or “Front-End Load Funds” and individually as a “Load Fund” or a “Front-end Load Fund.” Funds A Fund that issue contains CDSL Shares shall hereinafter be referred to collectively as “Load Funds” or “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as a “Load FundsFund” or a “CDSL Fund.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 3.1 Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the DistributorDistributor (subject to approval of the Fund’s Board of Trustees), which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared same-day funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers, and shall apply same to the payments of its fees and reimbursement of its expenses under this Agreement. 3.4 With respect to CDSL Funds, the following provisions shall be applicable: (a) The Distributor shall be entitled to receive all contingent deferred sales load charges, 12b-1 payments and all distribution and service fees set forth in the Distribution Plan adopted by a CDSL Fund (collectively, the “CDSL Payments”) with respect to CDSL Shares. The Distributor may assign or sell to a third party (a “CDSL Financing Entity”) all or a part of the CDSL Payments on CDSL Shares that the Distributor is entitled to receive under this Agreement. The Distributor’s right to the CDSL Payments on such CDSL Shares, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement. (b) Unless the Distributor is legally entitled to receive such fees as the financing entity, the right to receive all CDSL Payments in respect of periods subsequent to the termination of this Agreement shall terminate upon termination of this Agreement. In the event Distributor assigns or sells all or a part of the CDSL Payments to a CDSL Financing Entity and this Agreement is subsequently terminated, Distributor shall have no obligation to assist the CDSL Financing Entity in connection with such CDSL Financing Entity’s right to receive such CDSL Payments subsequent to such termination. (c) The Distributor shall not be required to offer or sell CDSL Shares of a CDSL Fund unless and until it has received a binding commitment (a “Commitment”) from the Company or a CDSL Financing Entity satisfactory to the Distributor, which Commitment shall cover all initial and ongoing expenses and fees related to the offer and sale of such CDSL Shares including, but not limited to, dealer reallowances, financing commitment fees, and legal fees. If at any time during the term of this Agreement the then-current CDSL financing is terminated through no fault of the Distributor, the Distributor shall have the right to immediately cease offering or selling CDSL Shares until substitute financing becomes effective. (d) The Distributor and the Company hereby agree that the terms and conditions set forth herein regarding the offer and sale of CDSL Shares may be amended upon approval of both parties in order to comply with the terms and conditions of any agreement with a CDSL Financing Entity to finance the costs for the offer and sale of CDSL Shares so long as such terms and conditions are in compliance with the Distribution Plan.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to in Section 2, above. To the extent that Shares of a Fund or its classes are sold at an offering price which that includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “Front-End Load Shares” or “CDSL Shares”). ” and individually as a “Load Share,” a “Front-End Load Share” or a “CDSL Share.” Funds that issue contains Front-End Load Shares shall hereinafter be referred to collectively as “Load Funds” or “Front-End Load Funds” and individually as a “Load Fund” or a “Front-end Load Fund.” Funds that issue contain CDSL Shares shall hereinafter be referred to collectively as “Load Funds” or “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as a “Load FundsFund” or a “CDSL Fund.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 3.1. Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 3.2. Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, of and payment for, Load Shares.for Shares of each Fund: 3.2 (a) The Distributor shall have the right right, as principal or agent, to offer Load purchase Shares from the Trust at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 3 hereof. The Distributor shall also have the right right, as principal, to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred . The Distributor may in its reasonable discretion refuse to in Section 4 belowaccept orders for Shares from any particular applicant. 3.3 (b) Prior to the time of delivery of any Load Shares by a Load Fund the Trust to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund Trust or to its order an amount in New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may shall retain so much of any sales charge or underwriting discount as is not allowed by the Distributor it as a concession to dealers. (c) The Distributor may, in its discretion, and shall, at the request of a Fund, enter into agreements with such qualified brokerdealers and other financial intermediaries as it may select (the “Financial Intermediaries”), in order that such Financial Intermediaries may sell Shares of the Fund(s). The form of any dealer agreement shall be approved by the Trust (the “Standard Dealer Agreement”). Except as otherwise noted in the Trust’s Registration Statement (as defined in Section 3, below) for a Fund, all Shares of a Fund sold to investors by the Distributor or a Fund will be sold at the public offering price as described in the Trust’s Registration Statement applicable to such Fund. Shares sold to customers/clients of the Financial Intermediaries may be subject to a sales load to the extent the Shares (or Class thereof) may be subject to a sales load as set forth in the applicable Fund’s Prospectus (as defined in Section 3, below). The Distributor may reallow all or a portion of the sales load to the Financial Intermediaries. The Distributor shall not be obligated to make any payments to the Financial Intermediaries or other third parties, unless (i) the Distributor has received a corresponding payment from the applicable Fund and (ii) such corresponding payment has been approved by the Board. The Distributor shall include in the forms of agreement with Financial Intermediaries a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases. The Distributor may also make payments to Financial Intermediaries from its own resources, subject to the following conditions: (A) any such payments shall not create any obligation for or recourse against a Fund or Class thereof and (B) the terms and conditions of any such payments are consistent with the Fund’s Prospectus and applicable federal and state securities laws and are disclosed in the applicable Fund’s Prospectus or statement of additional information to the extent such laws may require. (d) In accordance with Rule 12b1 under the 1940 Act, the Board may have approved a distribution and/or service plan (the “Distribution Plan”) for the applicable Fund and accordingly, Shares of the respective Fund (or Class thereof) may be subject to a distribution and/or service fee upon the terms and conditions set forth in the Distribution Plan and as described in such Fund’s Prospectus. The Distributor shall receive the distribution and/or service fee at the rate and terms and conditions set forth in the Distribution Plan, as amended from time to time. (e) The Distributor shall not be obligated to sell any certain number of Shares. (f) The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the respective Fund, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder. (g) The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor and any affiliated persons thereof (as defined in the 1940 Act) shall be free to furnish similar services to others. Nothing in this Agreement shall in any way limit or restrict the Distributor or its affiliated persons from buying, selling or trading securities or other assets for its own account or for the account of others. (h) Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction or to maintain its registration in any jurisdiction in which it is now registered. (i) The Distributor shall not purchase Shares from anyone except in accordance with this Section 2 and Section 5 and shall not take “long” or “short” positions in Shares contrary to the agreement and declaration of trust or bylaws of the Trust, each as amended to date (collectively, the “Governing Documents”).

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans and Service Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or at net asset value subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End Load Shares”, load or Shares that are sold subject to a contingent deferred sales load), “Front-End Load Shares” or “CDSL Shares”). Funds ” and individually as a “Load Share,” a “Front-End Load Share” or a “CDSL Share.” A Fund that issue contains Front-End Load Shares shall hereinafter be be (1) referred to collectively as “Load Funds” or “Front-End Load Funds” and individually as a “Load Fund” or a “Front-End Load Fund.” Funds A Fund that issue contains CDSL Shares shall hereinafter be referred to collectively as “Load Funds” or “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred as a “Load FundsFund” or a “CDSL Fund.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The 2.1. Distributor shall have the right to offer purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 3 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 3 below. 3.3 2.2. Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York cleared clearing house funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load, “Front-End end Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL Shares”). It is specifically understood and agreed that redemption fees payable by frequent traders to the Fund to compensate for the expenses of trading activity do not represent a contingent deferred sales load. Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively as “CDSL Funds.” Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared same-day funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers. 3.4 With respect to CDSL Funds, the following provisions shall be applicable: (a) The Distributor shall be entitled to receive all contingent deferred sales load charges, 12b-1 payments and all distribution and service fees set forth in the Distribution Plan adopted by a CDSL Fund (collectively, the “CDSL Payments”) with respect to CDSL Shares. The Distributor may assign or sell to a third party (a “CDSL Financing Entity”) all or a part of the CDSL Payments on CDSL Shares that the Distributor is entitled to receive under this Agreement. The Distributor’s right to the CDSL Payments on such CDSL Shares, if assigned or sold to a CDSL Financing Entity, shall continue after termination of this Agreement. (b) Unless the Distributor is legally entitled to receive such fees as the financing entity, the right to receive all CDSL Payments in respect of periods subsequent to the termination of this Agreement shall terminate upon termination of this Agreement. In the event Distributor assigns or sells all or a part of the CDSL Payments to a CDSL Financing Entity and this Agreement is subsequently terminated, Distributor shall have no obligation to assist the CDSL Financing Entity in connection with such CDSL Financing Entity’s right to receive such CDSL Payments subsequent to such termination. (c) The Distributor shall not be required to offer or sell CDSL Shares of a CDSL Fund unless and until it has received a binding commitment (a “Commitment”) from the Trust or a CDSL Financing Entity satisfactory to the Distributor, which Commitment shall cover all initial and ongoing expenses and fees related to the offer and sale of such CDSL Shares including, but not limited to, dealer reallowances, financing commitment fees, and legal fees. If at any time during the term of this Agreement the then-current CDSL financing is terminated through no fault of the Distributor, the Distributor shall have the right to immediately cease offering or selling CDSL Shares until substitute financing becomes effective. (d) The Distributor and the Trust hereby agree that the terms and conditions set forth herein regarding the offer and sale of CDSL Shares may be amended upon approval of both parties in order to comply with the terms and conditions of any agreement with a CDSL Financing Entity to finance the costs for the offer and sale of CDSL Shares so long as such terms and conditions are in compliance with the Distribution Plan.

Sale and Payment. 3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “"Load Shares” " (and in the case of Shares that are sold with a front-end sales load, “"Front-End end Load Shares”", or Shares that are sold subject to a contingent deferred sales load, “"CDSL Shares”"). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “"Front-End Load Funds.” " Funds that issue CDSL Shares shall hereinafter be referred to collectively as “"CDSL Funds.” " Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “"Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore therefor at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore therefor at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.

Sale and Payment. 3.1 As of the date of this Agreement, there are no Shares subject to a sales load. To the extent Shares do become subject to a sales load, this Section 3 shall be applicable. Shares of a Fund may be subject to a sales load and may be subject to the imposition of a distribution fee pursuant to the Distribution Plans Plan referred to above. To the extent that Shares of a Fund are sold at an offering price which includes a sales load or subject to a contingent deferred sales load with respect to certain redemptions (either within a single class of Shares or pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to collectively as “"Load Shares” " (and in the case of Shares that are sold with a front-end sales load, “"Front-End end Load Shares”", or Shares that are sold subject to a contingent deferred sales load, “"CDSL Shares”"). It is specifically understood and agreed that redemption fees payable by frequent traders to the Fund to compensate for the expenses of trading activity do not represent a contingent deferred sales load. Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as “"Front-End Load Funds.” " Funds that issue CDSL Shares shall hereinafter be referred to collectively as “"CDSL Funds.” " Front-End end Load Funds and CDSL Funds may individually or collectively be referred as “"Load Funds.” " Under this Agreement, the following provisions shall apply with respect to the sale of, and payment for, Load Shares. 3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to sell such Load Shares to the public against orders therefore at the applicable public offering price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load Shares to dealers against orders therefore at the public offering price less a concession determined by the Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below. 3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in New York cleared funds equal to the applicable net asset value of such Shares. The Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers.