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 agent, to sell Shares of each Class of each Fund directly to the public against orders therefor at the net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectus. The Distributor will also have the right, as agent, to sell Shares of each Class of a Fund indirectly to the public through broker-dealers who are members of the Financial Industry Regulatory Authority, 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 participating brokers and other financial intermediaries shall be the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waived. Each Fund shall sell through the Distributor, as the Fund’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 Fund. The Fund 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 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 Fund or to its order an amount 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 a Fund or its agent for registration of the Shares purchased. The public offering price of the Shares shall be the net asset value of such Shares, 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 2341(d) of the Conduct Rules of the FINRA, as either or both may be amended from time to time. On every sale, each Fund 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 Fund’s Agreement and Declaration of Trust, as amended or restated from time to time (with respect to each Fund, its “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its “Bylaws”). In the case of any 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 and such sales charge or underwriting discount shall be in addition to any fee paid to the Distributor as described in Section 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 agent, to sell Shares shares of each Class of each Fund directly to the public Portfolio against orders therefor at the applicable public offering price. For such purposes, the Distributor will have the right to purchase shares at net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectusvalue. The Distributor will also have the right, as agent, to sell Shares of each Class shares of a Fund Portfolio indirectly to the public through broker-dealers who are members of the Financial 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 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 the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust. The Fund Trust 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 a Fund 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 Fund Trust 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 a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares 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 2341(d2830(d) of the NASD Conduct Rules of the FINRA(or comparable FINRA Conduct Rules, 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, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Agreement Trust Instrument and Declaration By-laws of Trust, the Trust as amended or restated from time to time (with respect to each Fund, its “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its “Bylaws”)then amended. In the case of any Classes subject to an initial sales charge, the 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 any fee paid to the Distributor as described in Section 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 ProspectusDistributor.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as agent, to sell Shares shares of each Class of each Fund directly to the public Portfolio against orders therefor at the applicable public offering price. For such purposes, the Distributor will have the right to purchase shares at net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectusvalue. The Distributor will also have the right, as agent, to sell Shares of each Class shares of a Fund Portfolio indirectly to the public through broker-dealers who are members of the Financial 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 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 the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust. The Fund Trust 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 a Fund 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 Fund Trust 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 a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares 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 2341(d2830(d) of the NASD Conduct Rules of the FINRA(or comparable FINRA Conduct Rules, 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, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Agreement and Declaration of Trust, Trust and By-laws of the Trust as amended or restated from time to time (with respect to each Fund, its “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its “Bylaws”)then amended. In the case of any Classes subject to an initial sales charge, the 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 any fee paid to the Distributor as described in Section 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 ProspectusDistributor.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as agentprincipal, to sell Shares of each Class of each Fund the Trust directly to the public against orders therefor at the net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectus. The Distributor will also have the right, as agent, to sell Shares of each Class of a Fund indirectly to the public through broker-dealers who are members of the Financial 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 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 the net asset value of the Shares, plus in the case of any Classes classes subject to an initial sales charge, any such applicable sales charge as set forth in the Prospectus, unless waived. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust. The Fund 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 a Fund 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 Fund 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 a Fund the Trust or its agent for registration of the Shares purchased. The public offering price of the Shares shall be the net asset value of such Shares, 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 2341(d2830(d) of the Conduct Rules of the FINRA, as either or both may be amended from time to time. On every sale, each Fund 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 FundTrust’s Agreement and Declaration of Trust, as amended or restated from time to time (with respect to each Fund, its the “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its the “Bylaws”). In the case of any 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 and such sales charge or underwriting discount shall be in addition to any fee paid to the Distributor as described in Section 7 6 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 agentprincipal, to sell Shares shares of each Class of each Fund directly to the public Portfolio against orders therefor at the applicable public offering price. For such purposes, the Distributor will have the right to purchase shares at net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectusvalue. The Distributor will also have the right, as agent, to sell Shares of each Class shares of a Fund Portfolio indirectly to the public through broker-broker dealers who are members of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“FINRA”) "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 the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the Fund’s Trust'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 FundTrust. The Fund Trust 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 a Fund 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 Fund Trust 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 a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares shares shall be the net asset value of such Shares, plus any applicable sales charge shares 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 2341(d2830(d)(1) of the Conduct Rules of the FINRANational Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Agreement Trust Instrument and Declaration By-laws of Trust, the Trust as amended or restated from time to time (with respect to each Fund, its “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its “Bylaws”). In the case of any 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 and such sales charge or underwriting discount shall be in addition to any fee paid to the Distributor as described in Section 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 Prospectusthen amended.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as agentprincipal, to sell Shares shares of each Class of each Fund directly to the public Portfolio against orders therefor at the net asset value of value. For such purposes, the Share Class, plus in Distributor will have the case of any Classes subject right to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectuspurchase shares at net asset value. The Distributor will also have the right, as agent, to sell Shares of each Class shares of a Fund Portfolio indirectly to the public through broker-broker dealers who are members of the Financial 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 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 the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust. The Fund Trust 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 a Fund 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 Fund Trust 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 a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares shares shall be the net asset value of such Shares, plus any applicable sales charge shares 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 NASD Rule 2341(d2830(d)(1) of the Conduct Rules of the FINRA, as either or both may be amended from time to time. On every sale, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Amended and Restated Agreement and Declaration of Trust of the Trust, as amended or restated from time to time amended or restated (with respect to each Fund, its the “Declaration of Trust”), and Bylawsthe Amended and Restated By-laws of the Trust, as amended or restated from time to time amended or restated (with respect to each Fund, its the “BylawsBy-laws”). In the case of any 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 and such sales charge or underwriting discount shall be in addition to any fee paid to the Distributor as described in Section 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 agentprincipal, to sell Shares shares of each Class of each Fund directly to the public Portfolio against orders therefor at the net asset value of value. For such purposes, the Share Class, plus in Distributor will have the case of any Classes subject right to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectuspurchase shares at net asset value. The Distributor will also have the right, as agent, to sell Shares shares of each Class of a Fund the Portfolio indirectly to the public through broker-broker dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker dealers who are members of 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 the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust. The Fund Trust 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 a Fund 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 Fund Trust 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 a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares shares shall be the net asset value of such Shares, 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 2341(d) of the Conduct Rules of the FINRA, as either or both may be amended from time to timeshares. On every sale, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Amended and Restated Agreement and Declaration of Trust, as amended or restated from time to time amended or restated (with respect to each Fund, its the “Declaration of Trust”), and Bylawsthe By-laws of the Trust, as amended or restated from time to time (with respect to each Fund, its “Bylaws”). In the case of any Classes subject to an initial sales charge, the Distributor may retain so much of any sales charge amended 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 any fee paid to the Distributor as described in Section 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 Prospectusrestated.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as agentprincipal, to sell Shares of each Class of each Fund the Trust directly to the public against orders therefor at the net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectus. The Distributor will also have the right, as agent, to sell Shares of each Class of a Fund indirectly to the public through broker-dealers who are members of the Financial 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 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 the net asset value of the Shares, plus in the case of any Classes classes subject to an initial sales charge, any such applicable sales charge as set forth in the Prospectus, unless waived. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust. The Fund 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 a Fund 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 Fund 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 a Fund the Trust or its agent for registration of the Shares purchased. The public offering price of the Shares shall be the net asset value of such Shares, 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 2341(d) of the Conduct Rules of the FINRA, as either or both may be amended from time to time. On every sale, each Fund 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 FundTrust’s Agreement and Declaration of Trust, as amended or restated from time to time (with respect to each Fund, its the “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its the “Bylaws”). In the case of any 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 and such sales charge or underwriting discount shall be in addition to any fee paid to the Distributor as described in Section 7 6 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 agentprincipal, to sell Shares of each Class shares of each Fund directly to the public against orders therefor at the applicable public offering price as described below. For such purposes, the Distributor will have the right to purchase shares at net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectusvalue. The Distributor will also have the right, as agent, to sell Shares of each Class shares of a Fund indirectly to the public through broker-broker dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker dealers who are members of 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 of shares for introducing brokers, participating brokers and other financial intermediaries shall be the such shares’ net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust and its agents. The Fund Trust 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 a Fund 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 Fund Trust 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 a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares shall be the net asset value of such Shares, 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 2341(d) of the Conduct Rules of the FINRA, as either or both may be amended from time to time. On every sale, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Amended and Restated Agreement and Declaration of Trust, as amended or restated from time to time amended or restated (with respect to each Fund, its the “Declaration of Trust”), and Bylawsthe Amended and Restated By-laws of the Trust, as amended or restated from time to time (with respect to each Fund, its “Bylaws”). In the case of any Classes subject to an initial sales charge, the Distributor may retain so much of any sales charge amended 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 any fee paid to the Distributor as described in Section 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 Prospectusrestated.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as agentprincipal, to sell Shares shares of each Class of each Fund directly to the public Portfolio against orders therefor at the applicable public offering price. For such purposes, the Distributor will have the right to purchase shares at net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectusvalue. The Distributor will also have the right, as agent, to sell Shares of each Class shares of a Fund Portfolio indirectly to the public through broker-broker dealers who are members of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“FINRA”) "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 the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the Fund’s Trust'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 FundTrust. The Fund Trust 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 a Fund the Trust to, or on the order of, the Distributor distributor or any introducing broker, participating broker or other financial intermediary, the Distributor shall pay or cause to be paid to the Fund Trust 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 distributor will transmit or cause to be transmitted such instructions to a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares 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 2341(d2830(d)(1) of the Conduct Rules of the FINRANational Association of Securities Dealers, Inc., as either or both may be amended from time to time. On every sale, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Agreement Trust Instrument and Declaration By-laws of Trust, the Trust as amended or restated from time to time (with respect to each Fund, its “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its “Bylaws”)then amended. In the case of any Classes subject to an initial sales charge, the 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 any fee paid to the Distributor as described in Section 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 ProspectusDistributor.

Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as agentprincipal, to sell Shares shares of each Class of each Fund directly to the public Portfolio against orders therefor at the applicable public offering price. For such purposes, the Distributor will have the right to purchase shares at net asset value of the Share Class, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Fund’s Prospectusvalue. The Distributor will also have the right, as agent, to sell Shares of each Class shares of a Fund Portfolio indirectly to the public through broker-dealers who are members of the Financial 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 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 the net asset value of the Shares, plus in the case of any Classes subject to an initial sales charge, any such sales charge as set forth in the Prospectus, unless waivedvalue. Each Fund The Trust shall sell through the Distributor, as the FundTrust’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 FundTrust. The Fund Trust 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 a Fund 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 Fund Trust 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 a Fund the Trust or its agent for registration of the Shares shares purchased. The public offering price of the Shares 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 2341(d2830(d) of the Conduct Rules of the FINRA, as either or both may be amended from time to time. On every sale, each Fund the Trust shall receive the net asset value of the Sharesshares. The net asset value of the Shares shares shall be determined in the manner provided in the Fund’s Agreement and Declaration of Trust, Trust and By-laws of the Trust as amended or restated from time to time (with respect to each Fund, its “Declaration of Trust”), and Bylaws, as amended or restated from time to time (with respect to each Fund, its “Bylaws”)then amended. In the case of any Classes subject to an initial sales charge, the 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 any fee paid to the Distributor as described in Section 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 ProspectusDistributor.