Common use of Sales Commission Clause in Contracts

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the Fund, the following provisions shall apply:apply (if such shares are offered): (i) In consideration of your services as principal underwriter of the Fund's Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i4(a), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the each Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the each Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i4(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds' then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds’ Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the "“Distribution Plans"”). (b) In respect of the Class B Shares of the FundFunds, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds’ Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "“Class B Distribution Plan"”), we agree: (I) to pay to you monthly in arrears your "“Allocable Portion" ” (as hereinafter defined) of a fee (the "“Distribution Fee"”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("“CDSCs"”) and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A B and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution PlanPlan or in a Shareholder Servicing Plan applicable to the Funds. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds’ then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the each Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the each Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds' then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the FundFunds, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A B and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution PlanPlan or in a Shareholder Servicing Plan applicable to the Funds. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds' then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 12b-l under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the FundFunds, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 12b-l under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A B and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution PlanPlan or in a Shareholder Servicing Plan applicable to the Funds. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds' then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Trust in the amounts and according to the procedures set forth in the FundTrust's Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Trust pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the FundTrust, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the FundTrust's Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund Trust outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the FundTrust's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect On the sale of each Class certain classes of Shares other than Class B Shares: (i) You you shall be entitled to receive charge a front end sales commission on the sale of shares of the Fund charge in the amounts and according to the procedures amount set forth in the FundCompany's Prospectus and Statement of Additional Information (including any supplements or amendments thereto) then in effect under the 1933 Act and the 1940 Act. Such commission (subject to any quantity or other discounts or eliminations of commission as set forth in our then currently effective Prospectus) shall be an amount mutually agreed upon by the Company and HIFSCO and shall be equal to the difference between the net asset value and the public offering price of the Shares. (b) In connection with the sale of certain classes of shares, a contingent deferred sales charge will be imposed in the event of a redemption transaction occurring within a certain period of time following such a purchase, as described in the Company's Prospectus and Statement of Additional Information (including any supplements or amendments thereto)) then in effect under the 1933 Act and the 1940 Act. (iic) The front end sales charge, if any, for any class of shares may, at the discretion of a Fund and HIFSCO, be increased, reduced or eliminated as permitted by the 1940 Act, and the rules and regulations thereunder, as they may be amended from time to time, or as set forth elsewhere in this Agreement, provided that, if necessary, such increase, reduction or elimination shall be set forth in the Prospectus for such class and provided that the Funds shall in no event receive for any shares sold an amount less than the net asset value thereof. In addition, any contingent deferred sales charge for any class may, at the discretion of the Funds and HIFSCO, be increased, reduced or eliminated in accordance with the terms of an exemptive order received from, or any applicable rule or rules promulgated by, the Securities and Exchange Commission by the Funds, provided such increase, reduction or elimination shall be set forth in the Prospectus for such class. (d) In addition to the payments of the sales commissions to you provided for addition, in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in accordance with the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans")) for certain classes of Shares, you will be entitled to be paid a trail commission as set forth in the Prospectus and mutually agreed to by the Company and HIFSCO from time to time. (b) In respect of the Class B Shares of the Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (ce) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the FundCompany's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto)Funds’ Registration Statement. (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement compensation for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 12b-l under the 1940 Act (the "“Distribution Plans"”). (b) In respect of the Class B Common Shares of the FundFunds, the following provisions shall apply:apply (if such shares are offered): (i) In consideration of your services as principal underwriter of the Fund's Funds’ Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 12b-l under the 1940 Act in respect of such shares (the "“Class B Distribution and Service Plan"”), we agree: (I) to pay to you monthly in arrears your "“Allocable Portion" ” (as hereinafter defined) of a fee (the "“Distribution Fee"”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Common Shares of the Fund Funds outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("“CDSCs"”) and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of .of the second sentence of Section 1(A1 (A) of the Class B Form of Amended and Restated Distribution and Shareholder Services Plan attached hereto as in effect on the date hereofSchedule B, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement compensation for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution and Service Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds’ then current ProspectusRegistration Statement, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i4(a), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the each Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the each Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds' then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i4(a), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the each Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the each Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i4(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the FundCompany's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto)Funds’ Registration Statement. (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement compensation for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 12b-l under the 1940 Act (the "“Distribution Plans"”). (b) In respect of the Class B Common Shares of the FundFunds, the following provisions shall apply:apply (if such shares are offered): (i) In consideration of your services as principal underwriter of the Fund's Funds’ Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 12b-l under the 1940 Act in respect of such shares (the "“Class B Distribution and Service Plan"”), we agree: (I) to pay to you monthly in arrears your "“Allocable Portion" ” (as hereinafter defined) of a fee (the "“Distribution Fee"”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Common Shares of the Fund Funds outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("“CDSCs"”) and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A1 (A) of the Class B Third Amended and Restated Distribution and Shareholder Services Plan (“Class B Distribution and Service Plan”) attached hereto as in effect on the date hereofSchedule B, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement compensation for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution and Service Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds’ then current ProspectusRegistration Statement, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i4(a), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the each Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the each Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto)Funds' Registration Statement. (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement compensation for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Common Shares of the FundFunds, the following provisions shall apply:apply (if such shares are offered): (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 12b-l under the 1940 Act in respect of such shares (the "Class B Distribution and Service Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Common Shares of the Fund Funds outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Form of Amended and Restated Distribution and Shareholder Services Plan attached hereto as in effect on the date hereofSchedule B, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement compensation for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution and Service Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds' then current ProspectusRegistration Statement, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i4(a), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the each Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the each Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the FundCompany's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each the Class A shares of Shares other than the Funds that have been sold through your efforts pursuant to your appointment hereunder (“Class B A Shares”), the following provisions shall apply: (i) You shall be entitled to receive a sales commission on the sale of shares Class A Shares of the each Fund in the amounts and according to the procedures set forth in the Fund's ’s Prospectus and/or SAI then in effect under the 1933 Act (Act, including any supplements or amendments Amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter distributor of the each Fund's ’s Class B Shares A shares pursuant to this Underwriting Agreement and our distribution the service plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "“Class B Distribution A Service Plan"”), we agreethe Trust agrees, to the extent legally permissible, to: (I1) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution “Service Fee"”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.750.25% per annum service fee multiplied by (B) the net asset value of the Class A Shares outstanding on such day; and (2) withhold from redemption proceeds any contingent deferred sales charges (“CDSCs”) attributable to Class A Shares and to pay the same over to you or at your direction. (iii) Each of the provisions set forth in the Class A Service Plan as in effect on the date hereof and as from time to time amended, together with the related definitions, are hereby incorporated by reference with the same force and effect as if set forth herein in their entirety. (b) In respect of the Class B shares of the Funds that have been sold through your efforts pursuant to your appointment hereunder (“Class B Shares”), the following provisions shall apply: (i) In consideration of your services as distributor of each Fund’s Class B shares pursuant to this Agreement and the distribution and service plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the “Class B Distribution and Service Plan”), the Trust agrees, to the extent legally permissible, to: (1) pay to you monthly in arrears a fee (the “Distribution and Service Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 1.00% per annum (0.25% of which is a service fee and 0.75% of which is a distribution fee) multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, ; and (II2) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") CDSCs attributable to Class B Shares and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each Each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution and Service Plan as in effect on the date hereofhereof and as from time to time amended, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iiic) In addition respect of the Class C shares of the Funds that have been sold through your efforts pursuant to your appointment hereunder (“Class C Shares”), the following provisions shall apply: (i) You shall be entitled to receive a sales commission on the sale of Class C Shares of each Fund in the amounts and according to the payments procedures set forth in the Fund’s Prospectus and/or SAI then in effect under the 1933 Act, including any Amendments thereto. (i) In consideration of amounts provided for your services as distributor of each Fund’s Class C shares pursuant to this Agreement and the distribution and service plan pursuant to Rule 12b-1 under the 1940 Act in Section 5(b)(irespect of such shares (the “Class C Distribution and Service Plan”), the Trust agrees, to the extent legally permissible, to: (1) pay to you monthly in arrears a fee (the “Distribution and Service Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 1.00% per annum (0.25% of which is a service fee and 0.75% of which is a distribution fee) multiplied by (B) the net asset value of the Class C Shares outstanding on such day; and (2) withhold from redemption proceeds CDSCs attributable to Class C Shares and to pay the same over to you or at your direction. (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described ) Each of the provisions set forth in the Class B C Distribution Planand Service Plan as in effect on the date hereof and as from time to time amended, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (cd) In respect of the Class R shares of the Funds that have been sold through your efforts pursuant to your appointment hereunder (“Class R Shares”), the following provisions shall apply: (i) In consideration of your services as distributor of each Fund’s Class R shares pursuant to this Agreement and the distribution and service plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the “Class R Distribution and Service Plan”), the Trust agrees, to the extent legally permissible, to: (1) pay to you monthly in arrears a fee (the “Distribution and Service Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.50% per annum (0.25% of which is a service fee and 0.25% of which is a distribution fee) multiplied by (B) the net asset value of the Class R Shares outstanding on such day; and (2) withhold from redemption proceeds any CDSCs attributable to Class R Shares and to pay the same over to you or at your direction. (ii) Each of the provisions set forth in the Class R Distribution and Service Plan as in effect on the date hereof and as from time to time amended, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (e) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the each Fund's ’s then current Prospectus, to the extent required by the applicable federal and state securities laws. You may pay other commissions, fees or concessions to sub-agents or dealers in your discretion in such amounts as you shall determine from time to time consistent with applicable regulations. (f) You may pay sub-agents, brokers, dealers or other financial institutions with respect to all or a portion of the Distribution and/or Service Fees, and such additional amounts out of your own assets as you may deem advisable, to obtain various distribution related and/or administrative services or service activities for the Funds in your discretion as you shall deem advisable, so long as any such payments are provided for in each Fund’s then current Registration Statement or Amendments thereto and the Distribution and/or Service Plans for Class A Shares, Class B Shares, Class C Shares, and Class R Shares to the extent allowed by applicable federal and state securities laws and regulations.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive charge a sales commission on the sale of shares certain classes of the Fund Shares in the amounts and according to the procedures amount set forth in the FundCompany's Prospectus (including any supplements or amendments thereto) then in effect under the 1933 Act and the 1940 Act. Such commission (including subject to any supplements quantity or amendments thereto)other discounts or eliminations of commission as set forth in our then currently effective Prospectus) shall be an amount mutually agreed upon by the Company and HSD and shall be equal to the difference between the net asset value and the public offering price of the Shares. (iib) In addition, in accordance with the distribution plans adopted pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans") for certain classes of Shares, you will be entitled to be paid a sales commission not exceeding the product of the price received by the Company for sales of its Shares (excluding reinvestment of dividends and distributions) multiplied by the percentage set forth in the Prospectus and mutually agreed to by the Company and HSD from time to time. In connection with the Shares, you may also be entitled to be paid by the Company an interest fee (calculated in accordance with the Prospectus and the Distribution Plan). Payment of the sales commissions and separate interest fee, if applicable, shall be spread over a period of time and shall be paid in the manner described in such Prospectus and the Distribution Plan. (c) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(iparagraphs 4(a) and 4(b), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans Distribution Plans adopted by the Fund pursuant to Rule 12b-1 under Company for the 1940 Act (the "Distribution Plans")various classes of Shares. (b) In respect of the Class B Shares of the Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (cd) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the FundCompany's then current Prospectus, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto)Funds' Registration Statement. (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Common Shares of the FundFunds, the following provisions shall apply:apply (if such shares are offered): (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution and Service Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% [____%] per annum multiplied by (B) the net asset value of the Class B Common Shares of the Fund Funds outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution and Service Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution and Service Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's Funds' then current ProspectusRegistration Statement, to the extent required by the applicable federal and state securities laws.

Sales Commission. (a) In respect of each the Class A shares of Shares other than the Funds that have been sold through your efforts pursuant to your appointment hereunder ("Class B A Shares"), the following provisions shall apply: (i) You shall be entitled to receive a sales commission on the sale of shares Class A Shares of the each Fund in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act (Act, including any supplements or amendments Amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter distributor of the each Fund's Class B Shares A shares pursuant to this Underwriting Agreement and our the distribution and service plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B A Distribution and Service Plan"), we agreethe Trust agrees, to the extent legally permissible, to: (I1) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution and Service Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.750.50% per annum (0.25% of which is a service fee and 0.25% of which is a distribution fee) multiplied by (B) the net asset value of the Class A Shares outstanding on such day; and (2) withhold from redemption proceeds any contingent deferred sales charges ("CDSCs") attributable to Class A Shares and to pay the same over to you or at your direction. (iii) Each of the provisions set forth in the Class A Distribution and Service Plan as in effect on the date hereof and as from time to time amended, together with the related definitions, are hereby incorporated by reference with the same force and effect as if set forth herein in their entirety. (b) In respect of the Class B shares of the Funds that have been sold through your efforts pursuant to your appointment hereunder ("Class B Shares"), the following provisions shall apply: (i) In consideration of your services as distributor of each Fund's Class B shares pursuant to this Agreement and the distribution and service plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution and Service Plan"), the Trust agrees, to the extent legally permissible, to: (1) pay to you monthly in arrears a fee (the "Distribution and Service Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 1.00% per annum (0.25% of which is a service fee and 0.75% of which is a distribution fee) multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, ; and (II2) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") CDSCs attributable to Class B Shares and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each Each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution and Service Plan as in effect on the date hereofhereof and as from time to time amended, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (c) In respect of the Class C shares of the Funds that have been sold through your efforts pursuant to your appointment hereunder ("Class C Shares"), the following provisions shall apply: (i) You shall be entitled to receive a sales commission on the sale of Class C Shares of each Fund in the amounts and according to the procedures set forth in the Fund's Prospectus then in effect under the 1933 Act, including any Amendments thereto. (ii) In consideration of your services as distributor of each Fund's Class C shares pursuant to this Agreement and the distribution and service plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class C Distribution and Service Plan"), the Trust agrees, to the extent legally permissible, to: (1) pay to you monthly in arrears a fee (the "Distribution and Service Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 1.00% per annum (0.25% of which is a service fee and 0.75% of which is a distribution fee) multiplied by (B) the net asset value of the Class C Shares outstanding on such day; and (2) withhold from redemption proceeds CDSCs attributable to Class C Shares and to pay the same over to you or at your direction. (iii) In addition to Each of the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described provisions set forth in the Class B C Distribution Planand Service Plan as in effect on the date hereof and as from time to time amended, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (cd) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the each Fund's then current Prospectus, to the extent required by the applicable federal and state securities laws. You may pay other commissions, fees or concessions to sub-agents or dealers in your discretion in such amounts as you shall determine from time to time consistent with applicable regulations. (e) You may pay sub-agents, brokers, dealers or other financial institutions with respect to all or a portion of the Distribution and Service Fee, and such additional amounts out of your own assets as you may deem advisable, to obtain various distribution related and/or administrative services or service activities for the Funds in your discretion as you shall deem advisable, so long as any such payments are provided for in each Fund's then current Registration Statement or Amendments thereto and the Distribution and Service Plans for Class A Shares, Class B Shares and Class C Shares, to the extent allowed by applicable federal and state securities laws and regulations.

Sales Commission. (a) In respect of each Class of Shares other than Class B Shares: (i) You shall be entitled to receive a sales commission on the sale of shares of the Fund Funds in the amounts and according to the procedures set forth in the Fund's Funds' Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto). (ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i4(a), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund Funds pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans"). (b) In respect of the Class B Shares of the each Fund, the following provisions shall apply: (i) In consideration of your services as principal underwriter of the Fund's Funds' Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the each Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your direction. (ii) The Allocation Schedule attached hereto as Schedule A and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety. (iii) In addition to the payments of amounts provided for in Section 5(b)(i4(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan. (c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Fund's then current Prospectus, to the extent required by the applicable federal and state securities laws.