Common use of Sale of Shares to Distributor and Sales by Distributor Clause in Contracts

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the National Association of Securities Dealers, Inc. and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of the National Association of Securities Dealers, Inc. and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amended. In the case of Class A shares, Class CII shares, Class J shares and Class K 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 such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principalagent, to sell shares Shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below net asset value of the Share Class, plus in the case of Class A sharesany Classes subject to an initial sales charge, Class CII shares, Class J shares and Class K shares, and at net asset value any such sales charge as set forth in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset valueFund’s Prospectus. The Distributor will also have the right, as agent, to sell shares Shares of each Class of a Fund indirectly to the public through broker-dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall bebe the net asset value of the Shares, plus in the case of Class A sharesany Classes subject to an initial sales charge, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the any such sales charge or underwriting discount, if any, described below and, as set forth in the case of Class B sharesProspectus, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares, and Advisor Class shares, net asset valueunless waived. The Trust Each Fund shall sell through the Distributor, as the TrustFund’s agent, shares Shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the TrustFund. The Trust Fund shall have the right, at its election, to deliver either shares Shares issued upon original issue or treasury sharesShares. Prior to the time of transfer of any shares Shares by the Trust a Fund to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust Fund or to its order an amount in New York clearing house funds equal to the applicable net asset value of the sharesShares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust a Fund or its agent for registration of the shares Shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares the Shares shall be the net asset value of such sharesShares, plus any applicable sales charge as set forth in the Prospectus, unless waived. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d2341(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time. On every sale, the Trust each Fund shall receive the net asset value of the sharesShares. The net asset value of shares the Shares shall be determined in the manner provided in the Fund’s Agreement and Declaration of Trust Trust, as amended or restated from time to time (with respect to each Fund, its “Declaration of Trust”), and By-laws of the Trust Bylaws, as then amendedamended or restated from time to time (with respect to each Fund, its “Bylaws”). In the case of Class A shares, Class CII shares, Class J shares and Class K sharesany Classes subject to an initial sales charge, 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, dealers and such sales charge or underwriting discount shall be in addition to the any fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 7 hereof. Any early withdrawal charge imposed on repurchases of a Class of Shares upon the terms and conditions set forth in the Prospectus shall be paid to the Distributor in addition to the fees with respect to such Class set forth in Section 7 hereof. Each Fund will take such steps as are commercially reasonable to track on a share-by-share basis the aging of its Shares for purposes of calculating any early withdrawal charge that may be in effect pursuant to the Prospectus.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class P shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class P shares, Class R shares, Institutional Class shares, Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amended. In the case of Class A shares, Class CII shares, Class J shares and Class K 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 such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the National Association of Securities Dealers, Inc. and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“"introducing brokers”"), to broker-dealers which are members of the National Association of Securities Dealers, Inc. and who have entered into selling agreements with the Distributor (“"participating brokers”") or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s 's agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amended. In the case of Class A shares, Class CII shares, Class J shares and Class K 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 such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class P shares, Administrative Institutional Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-broker dealers which who are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Class P shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall will be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and NASD Conduct Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time and as interpreted by the Securities and Exchange Commission or other regulatory authorities having jurisdiction from time to time, and in accordance with any exemptive relief granted by the Securities and Exchange Commission. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall will be determined in the manner provided in the Fifth Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) and the Fifth Amended and Restated By-laws of the Trust, each as further amended or restated, as further clarified or supplemented by such procedures as the Trust as then amendedmay from time to time adopt. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities Dealers, Inc. and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“"introducing brokers”"), to broker-broker dealers which are members of the National Association of Securities Dealers, Inc. and who have entered into selling agreements with the Distributor (“"participating brokers”") or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s 's agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amendedamended or restated. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class P shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-broker dealers which who are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class P shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and NASD Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall be determined in the manner provided in the Amended and Restated Agreement and Declaration of Trust Trust, as from time to time amended or restated (the “Declaration of Trust”), and the Amended and Restated By-laws of the Trust Trust, as then amendedfrom time to time amended or restated. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Class P shares, Class R6 shares, Institutional Class shares, Administrative Institutional II Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-broker dealers which who are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Class P shares, Class R6 shares, Institutional Class shares, Institutional II Class shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall will be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and NASD Conduct Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time and as interpreted by the Securities and Exchange Commission or other regulatory authorities having jurisdiction from time to time, and in accordance with any exemptive relief granted by the Securities and Exchange Commission. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall will be determined in the manner provided in the Fifth Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) and the Fifth Amended and Restated By-laws of the Trust, each as further amended or restated, as further clarified or supplemented by such procedures as the Trust as then amendedmay from time to time adopt. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class P shares and Advisor Institutional Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-broker dealers which who are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, P shares and Institutional Class shares, Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and NASD Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall be determined in the manner provided in the Amended and Restated Agreement and Declaration of Trust Trust, as from time to time amended or retated (the “Declaration of Trust”), and the Amended and Restated By-laws of the Trust Trust, as then amendedfrom time to time amended or restated. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principalagent, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class M shares, Class P shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class M shares, Class P shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d) of the NASD Conduct Rules of the National Association of Securities Dealers(or comparable FINRA Conduct Rules, Inc.if such NASD Conduct Rules are subsequently renamed, repealed, rescinded, or otherwise replaced by FINRA Conduct Rules), as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amended. In the case of Class A shares, Class CII shares, Class J shares and Class K 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 such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Class P shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-broker dealers which who are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, shares and Class R shares, Institutional Class shares, Administrative Class shares, and Advisor Class P shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and NASD Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall be determined in the manner provided in the Agreement and Declaration of Trust (the “Declaration of Trust”) and the By-laws of the Trust Trust, as then amendedfrom time to time amended or restated. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principalagent, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K T shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class M shares, Class P shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K T shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class M shares, Class P shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K T shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d2341(d) of the FINRA Conduct Rules of the National Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amended. In the case of Class A shares, Class CII shares, Class J shares and Class K T 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 such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K T shares as described in Section 6 5 hereof. The Distributor agrees that shares of the Portfolios shall be distributed only in accordance with applicable exemptions of the 1933 Act, and methods consistent therewith. Prior to any investor’s purchase of Portfolio shares, except with respect to shares of the PIMCO Short-Term Floating NAV Portfolio III or PIMCO Short-Term Floating NAV Portfolio IV, the Distributor or its affiliate shall obtain from the investor a representation that the investor is an “accredited investor,” as defined in Regulation D under the 1933 Act, and either: (i) a “qualified purchaser” as defined in Section 2(a)(51) of the 1940 Act; or (ii) a “qualified institutional buyer,” as defined in Rule 144A(a)(1) of the 1933 Act.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principalagent, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class M shares, Class P shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class M shares, Class P shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d) of the NASD Conduct Rules of the National Association of Securities Dealers(or comparable FINRA Conduct Rules, Inc.if such NASD Conduct Rules are subsequently renamed, repealed, rescinded, or otherwise replaced by FINRA Conduct Rules), as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amended. In the case of Class A shares, Class CII shares, Class J shares and Class K 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 such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof. The Distributor agrees that shares of the Portfolios shall be distributed only in accordance with Regulation D of the 1933 Act, and methods consistent therewith. Prior to any investor’s purchase of Portfolio shares, except with respect to shares of the PIMCO Short-Term Floating NAV Portfolio, the Distributor or its affiliate shall obtain from the investor a representation that the investor is an “accredited investor,” as defined in Regulation D under the 1933 Act, and either: (i) a “qualified purchaser” as defined in Section 2(a)(51) of the 1940 Act; or (ii) a “qualified institutional buyer,” as defined in Rule 144A(a)(1) of the 1933 Act.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities Dealers, Inc. and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“"introducing brokers”"), to broker-broker dealers which are members of the National Association of Securities Dealers, Inc. and who have entered into selling agreements with the Distributor (“"participating brokers”") or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s 's agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(dSection 26(d)(1) of Article III of the Conduct Rules of Fair Practice of the National Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall be determined in the manner provided in the Declaration of Trust and By-laws of the Trust as then amendedamended or restated. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities Dealers, Inc. and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“"introducing brokers”"), to broker-broker dealers which are members of the National Association of Securities Dealers, Inc. and who have entered into selling agreements with the Distributor (“"participating brokers”") or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s 's agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall be determined in the manner provided in the Agreement and Declaration of Trust and By-laws of the Trust as then amendedamended or restated. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Institutional Class shares, Administrative Class shares and Advisor Class P shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-broker dealers which who are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, shares and Class R shares, Institutional Class shares, Administrative Class shares, and Advisor Class P shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and NASD Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall be determined in the manner provided in the Amended and Restated Agreement and Declaration of Trust Trust, as from time to time amended or restated (the “Declaration of Trust”), and the Amended and Restated By-laws of the Trust Trust, as then amendedfrom time to time amended or restated. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as principal, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares, Class CII shares, Class J shares and Class K shares, and at net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares, Class P shares, Institutional Class shares, Administrative Institutional II Class shares and Advisor Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-broker dealers who are members of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-broker dealers which who are members of the National Association of Securities Dealers, Inc. FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares, Class CII shares, Class J shares and Class K shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class B shares, Class C shares, Class D shares, Class R shares, Class P shares, Institutional Class shares, Institutional II Class shares and Administrative Class shares, and Advisor Class shares, net asset value. The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as described in the Prospectus. All orders through the Distributor shall be subject to acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to deliver either shares issued upon original issue or treasury shares. Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds equal to the applicable net asset value of the shares. Upon receipt of registration instructions in proper form, the Distributor will transmit or cause to be transmitted such instructions to the Trust or its agent for registration of the shares purchased. The public offering price of Class A shares, Class CII shares, Class J shares and Class K shares shall will be the net asset value of such shares, plus any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales charge or underwriting discount exceed the limitations on permissible sales loads imposed by Section 22(b) of the 1940 Act and NASD Conduct Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc.FINRA, as either or both may be amended from time to time and as interpreted by the Securities and Exchange Commission or other regulatory authorities having jurisdiction from time to time, and in accordance with any exemptive relief granted by the Securities and Exchange Commission. On every sale, the Trust shall receive the net asset value of the shares. The net asset value of the shares shall will be determined in the manner provided in the Fifth Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) and the Fifth Amended and Restated By-laws of the Trust, each as further amended or restated, as further clarified or supplemented by such procedures as the Trust as then amendedmay from time to time adopt. In the case of Class A shares, Class CII shares, Class J shares and Class K 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, dealers and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares, Class CII shares, Class J shares and Class K shares as described in Section 6 5 hereof.