Common use of Services; Compensation Clause in Contracts

Services; Compensation. a. Intermediary shall be entitled to receive compensation (“Compensation”), if applicable, as set forth in Exhibit A with respect to its activities and services contemplated herein in the form of: (i) discounts, concessions or commissions (collectively “Commissions”) “reallowed” or payable with respect to Classes of Shares that have sales loads/charges (including initial and deferred loads); and (ii) distribution, administrative, recordkeeping and shareholder and/or related services fees (“Distribution and Servicing Fees”), including those payable in connection with plans adopted under Rule 12b-1 under the 1940 Act (each, a “Distribution and Servicing Plan”). b. All Compensation shall be assessed and paid in accordance with the terms of the applicable Prospectus and other applicable Company documentation (including Distribution and Servicing Plans) and, to the extent not inconsistent, Exhibit A hereto. For the avoidance of doubt, Intermediary acknowledges that all Compensation for purchases made and/or Shares held through a Clearing Firm shall be paid to the Clearing Firm, and the Intermediary shall look to the Clearing Firm and not to the Distributor or any Company for any Compensation owed to it for such purchases and holdings. c. When an investor is eligible to obtain a reduction in a sales load/charge (a “breakpoint”) or qualify for a sales load/charge waiver described in a Fund’s Prospectus, Intermediary may be required to notify Distributor or Transfer Agent, or its Clearing Firm, as applicable, regarding the basis on which such investor is entitled to the breakpoint or waiver; and unless so notified, Distributor or Transfer Agent may assume that any purchase order for Shares to be the total holding of Shares by the investor (except for Subscription Customers whose Shares held in accounts at the Transfer Agent will be aggregated by the Transfer Agent), and Distributor and Transfer Agent may further assume that the investor is not entitled to any breakpoint. Whether or not Distributor or Transfer Agent is notified, Intermediary shall (1) ensure that its registered representatives and other personnel engaged in processing Orders understand the terms of Share offerings and reinstatement privileges set forth in the Fund’s Prospectus; (2) ascertain the information that should be recorded on its books and records, which is necessary in determining the availability and appropriate level of breakpoints; (3) apprise the Customer of the breakpoint opportunity and inquire whether the Customer has positions or transactions away from Intermediary which should be considered in connection with a pending transaction; (4) ensure that its personnel processing Orders are appropriately trained in order to ensure that the information pertaining to all aspects of an Order, including any applicable breakpoint, is accurately transmitted in a manner readily retrievable by the Company, or its Clearing Firm, as applicable; and (5) have in place appropriate and sufficient procedures, including supervisory procedures, with respect to breakpoint calculations. Intermediary acknowledges that, as disclosed in the Prospectuses, there is currently no sales load/charge on acquisitions of Shares pursuant to the automatic reinvestment of income dividends or capital gain distributions. If any Shares sold by Intermediary under the terms of this Agreement are redeemed by any of the Funds (including without limitation redemptions resulting from an exchange for Share of another Fund) or are repurchased by Distributor as agent for the Fund or are tendered to a Fund for redemption within seven business days after the date of the transaction, Intermediary shall promptly repay Distributor the full amount of the commission (including any supplemental commission/upfront fee) allowed to Intermediary on the original sale. Termination, amendment, or cancellation of this Agreement shall not relieve Intermediary from the requirements of this Section 3.c.If a CDSC is waived with respect to Shares sold by Intermediary for certain partial or complete redemptions as described in the applicable Prospectuses, then Intermediary shall remit to Distributor promptly upon notice an amount equal to certain Commissions (i.e., up-front or finders fees) paid by Distributor to Intermediary on such Shares when initially sold, less an adjustment equal to the payments received by Distributor on such Shares pursuant to the applicable Distribution and Servicing Plan. d. If selected on Appendix I, Intermediary shall be entitled to sell Class A shares of the Funds at their net asset value (without any sales charge on purchases or contingent deferred sales charges on sales) to those plans sponsored by employers, professional organizations or associations or charitable organizations (“Benefit Plans”) for which Intermediary is the trustee, administrator, fiduciary, broker, trust company or registered investment adviser, provided that the Benefit Plan meets the minimum investment amount, if any, set forth on Appendix I. e. Distribution and Servicing Fees will be paid to Intermediary only upon receipt by Distributor of like amounts paid (or reimbursed) from the applicable Fund under the applicable Plan or agreement with the Fund. In the event that any payment of Compensation contemplated hereunder is (i) directly or indirectly limited, restricted or prohibited by applicable law, rule or regulation, or (ii) otherwise terminated for reasons beyond the reasonable control of Distributor, the Distributor may reduce or eliminate such fee to the extent payable to Intermediary. f. Intermediary shall provide to Distributor and each Company such information as shall reasonably be requested by any of them with respect to the Distribution and Servicing Fees paid to Intermediary in connection with Distribution and Servicing Plans as well as any other information as is reasonably necessary to permit the Board of Trustees of the applicable Company (such Boards of Trustees of the Companies, collectively, the “Board”) to make an informed determination as to whether to continue the applicable Distribution and Servicing Plans. Intermediary acknowledges that it is reasonable for Distributor and each Company to request that Intermediary provide written reports from time to time of the amounts of such Distribution and Servicing Fees received and the purposes for which such fees were used. g. If there is a dispute as to whether any Compensation with respect to Shares is “reallowable” or payable to Intermediary or to another person, including a Clearing Firm, the Distributor shall make a good faith determination as to who is entitled to such amounts, and Intermediary acknowledges hereby that such determination shall be binding upon it. h. All Compensation “reallowable” or payable under this Agreement shall be so “reallowable” or payable only as long as this Agreement is in effect.

Services; Compensation. a. Intermediary shall be entitled to receive compensation (“Compensation”), if applicable, as set forth in Exhibit A with respect to its activities and services contemplated herein in the form of: (i) discounts, concessions or commissions (collectively “Commissions”) “reallowed” or payable with respect to Classes of Shares that have sales loads/charges (including initial and deferred loads); and (ii) distribution, administrative, recordkeeping and shareholder and/or related services fees (“Distribution and Servicing Fees”), including those payable in connection with plans adopted under Rule 12b-1 under the 1940 Act (each, a “Distribution and Servicing Plan”).; and (iii) administrative services, recordkeeping, sub-accounting, and/or networking fees (“Sub-Account Fees”) payable in connection with the Sub-Account Services, if any, provided by Intermediary as set forth in Exhibit B. b. All Compensation shall be assessed and paid in accordance with the terms of the applicable Prospectus and other applicable Company documentation (including Distribution and Servicing Plans) and, to the extent not inconsistent, Exhibit A hereto. For the avoidance of doubt, Intermediary acknowledges that all Compensation for purchases made and/or Shares held through a Clearing Firm shall be paid to the Clearing Firm, and the Intermediary shall look to the Clearing Firm and not to the Distributor or any Company for any Compensation owed to it for such purchases and holdings. c. When an investor is eligible to obtain a reduction Intermediary shall provide all services diligently, in a sales load/charge (a “breakpoint”) or qualify for a sales load/charge waiver described competent and skillful manner in a Fund’s Prospectus, Intermediary may order to be required to notify Distributor or Transfer Agent, or its Clearing Firm, as applicable, regarding the basis on which such investor is entitled to the breakpoint related Compensation. Sub-Account Services provided in respect of shareholders who hold Shares through omnibus accounts or waiver; and unless so notified, Distributor or Transfer Agent may assume that any purchase order for Shares to in Level 3 networked accounts shall be the total holding responsibility of Shares by the investor (except for Subscription Customers whose Shares held in accounts at the Transfer Agent will be aggregated by the Transfer Agent), Intermediary or Indirect Intermediary and Distributor and Transfer Agent may further assume that the investor is not entitled to any breakpoint. Whether or not Distributor or Transfer Agent is notified, Intermediary shall (1) ensure that its registered representatives and other personnel engaged in processing Orders understand the terms of Share offerings and reinstatement privileges set forth in the Fund’s Prospectus; (2) ascertain the information that should be recorded on its books and records, which is necessary in determining the availability and appropriate level of breakpoints; (3) apprise the Customer of the breakpoint opportunity and inquire whether the Customer has positions or transactions away from Intermediary which should be considered in connection with a pending transaction; (4) ensure that its personnel processing Orders are appropriately trained in order to ensure that the information pertaining to all aspects of an Order, including any applicable breakpoint, is accurately transmitted in a manner readily retrievable by the Company, or its Clearing Firm, as applicable; and (5) have in place appropriate and sufficient procedures, including supervisory procedures, with respect to breakpoint calculations. Intermediary acknowledges that, as disclosed in the Prospectuses, there is currently no sales load/charge on acquisitions of Shares pursuant to the automatic reinvestment of income dividends or capital gain distributions. If any Shares sold by Intermediary under the terms of this Agreement are redeemed by any of the Funds (including without limitation redemptions resulting from an exchange for Share of another Fund) or are repurchased by Distributor as agent for the Fund or are tendered to a Fund for redemption within seven business days after the date of the transaction, Intermediary shall promptly repay Distributor the full amount of the commission (including any supplemental commission/upfront fee) allowed to Intermediary on the original sale. Termination, amendment, or cancellation of this Agreement shall not relieve Intermediary from be the requirements of this Section 3.c.If a CDSC is waived with respect to Shares sold by Intermediary for certain partial or complete redemptions as described in the applicable Prospectuses, then Intermediary shall remit to Distributor promptly upon notice an amount equal to certain Commissions (i.e., up-front or finders fees) paid by Distributor to Intermediary on such Shares when initially sold, less an adjustment equal to the payments received by Distributor on such Shares pursuant to the applicable Distribution and Servicing Plan. d. If selected on Appendix I, Intermediary shall be entitled to sell Class A shares of the Funds at their net asset value (without any sales charge on purchases or contingent deferred sales charges on sales) to those plans sponsored by employers, professional organizations or associations or charitable organizations (“Benefit Plans”) for which Intermediary is the trustee, administrator, fiduciary, broker, trust company or registered investment adviser, provided that the Benefit Plan meets the minimum investment amount, if any, set forth on Appendix I. e. Distribution and Servicing Fees will be paid to Intermediary only upon receipt by Distributor of like amounts paid (or reimbursed) from the applicable Fund under the applicable Plan or agreement with the Fund. In the event that any payment of Compensation contemplated hereunder is (i) directly or indirectly limited, restricted or prohibited by applicable law, rule or regulation, or (ii) otherwise terminated for reasons beyond the reasonable control of Distributor, the Distributor may reduce or eliminate such fee to the extent payable to Intermediary. f. Intermediary shall provide to Distributor and each Company such information as shall reasonably be requested by any of them with respect to the Distribution and Servicing Fees paid to Intermediary in connection with Distribution and Servicing Plans as well as any other information as is reasonably necessary to permit the Board of Trustees of the applicable Company (such Boards of Trustees responsibility of the Companies, collectivelyTransfer Agent, Distributor or Administrator. “Omnibus accounts” shall mean accounts on the “Board”) to make books and records of Transfer Agent in which all of Intermediary’s or an informed determination as to whether to continue the applicable Distribution and Servicing Plans. Intermediary acknowledges that it is reasonable for Distributor and each Company to request that Intermediary provide written reports from time to time of the amounts of such Distribution and Servicing Fees received and the purposes for which such fees were usedIndirect Intermediary’s customers’ Shares are held unsegregated in nominee name by Intermediary. g. If there is a dispute as to whether any Compensation with respect to Shares is “reallowable” or payable to Intermediary or to another person, including a Clearing Firm, the Distributor shall make a good faith determination as to who is entitled to such amounts, and Intermediary acknowledges hereby that such determination shall be binding upon it. h. All Compensation “reallowable” or payable under this Agreement shall be so “reallowable” or payable only as long as this Agreement is in effect.

Services; Compensation. a. Intermediary shall be entitled to receive compensation (“Compensation”), if applicable, as set forth in Exhibit A with respect to its activities and services contemplated herein in the form of: (i) discounts, concessions or commissions (collectively “Commissions”) “reallowed” or payable with respect to Classes of Shares that have sales loads/charges (including initial and deferred loads); and (ii) distribution, administrative, recordkeeping and shareholder and/or related services fees (“Distribution and Servicing Fees”), including those payable in connection with plans adopted under Rule 12b-1 under the 1940 Act (each, a “Distribution and Servicing Plan”). b. All Compensation shall be assessed and paid in accordance with the terms of the applicable Prospectus and other applicable Company documentation (including Distribution and Servicing Plans) and, to the extent not inconsistent, Exhibit A hereto. For the avoidance of doubt, Intermediary acknowledges that all Compensation for purchases made and/or Shares held through a Clearing Firm shall be paid to the Clearing Firm, and the Intermediary shall look to the Clearing Firm and not to the Distributor or any Company for any Compensation owed to it for such purchases and holdings. c. When an investor is eligible to obtain a reduction in a sales load/charge (a “breakpoint”) or qualify for a sales load/charge waiver described in a Fund’s Prospectus, Intermediary may be required to notify Distributor or Transfer Agent, or its Clearing Firm, as applicable, regarding the basis on which such investor is entitled to the breakpoint or waiver; and unless so notified, Distributor or Transfer Agent may assume that any purchase order for Shares to be the total holding of Shares by the investor (except for Subscription Customers whose Shares held in accounts at the Transfer Agent will be aggregated by the Transfer Agent), and Distributor and Transfer Agent may further assume that the investor is not entitled to any breakpoint. Whether or not Distributor or Transfer Agent is notified, Intermediary shall (1) ensure that its registered representatives and other personnel engaged in processing Orders understand the terms of Share offerings and reinstatement privileges set forth in the Fund’s Prospectus; (2) ascertain the information that should be recorded on its books and records, which is necessary in determining the availability and appropriate level of breakpoints; (3) apprise the Customer of the breakpoint opportunity and inquire whether the Customer has positions or transactions away from Intermediary which should be considered in connection with a pending transaction; (4) ensure that its personnel processing Orders are appropriately trained in order to ensure that the information pertaining to all aspects of an Order, including any applicable breakpoint, is accurately transmitted in a manner readily retrievable by the Company, or its Clearing Firm, as applicable; and (5) have in place appropriate and sufficient procedures, including supervisory procedures, with respect to breakpoint calculations. Intermediary acknowledges that, as disclosed in the Prospectuses, there is currently no sales load/charge on acquisitions of Shares pursuant to the automatic reinvestment of income dividends or capital gain distributions. If any Shares sold by Intermediary under the terms of this Agreement are redeemed by any of the Funds (including without limitation redemptions resulting from an exchange for Share of another Fund) or are repurchased by Distributor as agent for the Fund or are tendered to a Fund for redemption within seven business days after the date of the transaction, Intermediary shall promptly repay Distributor the full amount of the commission (including any supplemental commission/upfront fee) allowed to Intermediary on the original sale. Termination, amendment, or cancellation of this Agreement shall not relieve Intermediary from the requirements of this Section 3.c.If a CDSC is waived with respect to Shares sold by Intermediary for certain partial or complete redemptions as described in the applicable Prospectuses, then Intermediary shall remit to Distributor promptly upon notice an amount equal to certain Commissions (i.e., up-front or finders fees) paid by Distributor to Intermediary on such Shares when initially sold, less an adjustment equal to the payments received by Distributor on such Shares pursuant to the applicable Distribution and Servicing Plan. d. If selected on Appendix I, Intermediary shall be entitled to sell Class A shares of the Funds at their net asset value (without any sales charge on purchases or contingent deferred sales charges on sales) to those plans sponsored by employers, professional organizations or associations or charitable organizations (“Benefit Plans”) for which Intermediary is the trusteeand set forth on Appendix I, administrator, fiduciary, broker, trust company or registered investment adviserif any, provided that the Benefit Plan meets the minimum investment amount, if any, amount set forth on Appendix I.thereon. Intermediary represents and warrants that the trustees or other fiduciaries, and not individual participants, of the Benefit Plans have the exclusive authority and discretion over the management and control of the Benefit Plans assets. e. Distribution and Servicing Fees will be paid to Intermediary only upon receipt by Distributor of like amounts paid (or reimbursed) from the applicable Fund under the applicable Plan or agreement with the Fund. In the event that any payment of Compensation contemplated hereunder is (i) directly or indirectly limited, restricted or prohibited by applicable law, rule or regulation, or (ii) otherwise terminated for reasons beyond the reasonable control of Distributor, the Distributor may reduce or eliminate such fee to the extent payable to Intermediary. f. Intermediary shall provide to Distributor and each Company such information as shall reasonably be requested by any of them with respect to the Distribution and Servicing Fees paid to Intermediary in connection with Distribution and Servicing Plans as well as any other information as is reasonably necessary to permit the Board of Trustees of the applicable Company (such Boards of Trustees of the Companies, collectively, the “Board”) to make an informed determination as to whether to continue the applicable Distribution and Servicing Plans. Intermediary acknowledges that it is reasonable for Distributor and each Company to request that Intermediary provide written reports from time to time of the amounts of such Distribution and Servicing Fees received and the purposes for which such fees were used. g. If there is a dispute as to whether any Compensation with respect to Shares is “reallowable” or payable to Intermediary or to another person, including a Clearing Firm, the Distributor shall make a good faith determination as to who is entitled to such amounts, and Intermediary acknowledges hereby that such determination shall be binding upon it. h. All Compensation “reallowable” or payable under this Agreement shall be so “reallowable” or payable only as long as this Agreement is in effect.