Common use of Rule 12b-1 Fees Clause in Contracts

Rule 12b-1 Fees. The Fund shall pay to the Distributor its “Allocable Portion”, as hereinafter defined, at the end of each month, the distribution and service fee allowable under the Rules of Conduct of NASD Regulation, Inc. (the “Rules of Conduct”) an amount on an annual basis equal to 0.75% of the average daily value of the net assets of any series of the Fund’s Class B shares, as compensation for distribution services and a fee of 0.25% of the average daily value of the net assets of any series of the Fund’s Class B shares for shareholder services. Distribution services include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the Class B shares; expenses related to the cost of financing or providing such financing from the Distributor’s or an affiliate’s resources in connection with the Distributor’s payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonable request. For purposes of applying the limitation set forth in the Rules of Conduct on the maximum amount of the distribution fee payable in respect of the Class B Shares of any series, the Fund elects to add to the six and one quarter percent (6.25%) of the issue price of the Class B Shares, or such other percentage as may be proscribed in such Rules of Conduct, interest thereon at the rate of prime plus one percent per annum. A contingent deferred sales charge (“CDSC”) also shall be payable by the holders of Class B Shares in the case of early redemptions of such Class B Shares.

Rule 12b-1 Fees. The Fund Funds shall pay to reimburse the Distributor its “Allocable Portion”, as hereinafter definedDistributor, at the end of each month, the distribution and service fee allowable under the Rules of Conduct of NASD Regulation, Inc. (the “Rules of Conduct”) an amount up to a maximum on an annual basis equal to 0.75% of the average daily value of the net assets of any series of the Fund’s Class B shares, as compensation for distribution services and a fee of 0.25% of the average daily value of the net assets of each Funds Class M shares, subject to any series applicable restrictions imposed by rules of the Fund’s Class B shares National Association of Securities Dealers, Inc., for shareholder services. Distribution services include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations; payment of compensation to and expenses of personnel of the distribution expenditures incurred by Distributor who support the distribution of the Class B shares; expenses related subsequent to the cost effectiveness of financing or providing such financing from the Distributor’s or an affiliate’s resources this Plan, in connection with the Distributor’s payment sale and promotion of such distribution expenses the Class M shares of the Funds and the furnishing of services to Class M shareholders of the Funds. Such expenditures shall consist of: (i) commissions to sales personnel for selling Class M shares of the Funds (including underwriting commissions and finance charges related to the payment of commissions); (ii) compensation, sales incentives and payments to sales, marketing and service personnel; (iii) payments to broker-dealers and other direct financial institutions which have entered into selling agreements with the Distributor for services rendered in connection with the sale and distribution of Class M shares of the Funds; (iv) payment of expenses incurred in sales and promotional activities, including advertising expenditures related to the Class M shares of the Funds; (v) the costs such as of preparing and distributing promotional materials; (vi) the cost of sales literatureprinting the Funds' Prospectus and Statement of Additional Information for distribution to potential investors; and (vii) such other similar services that the Trustees of the Funds determine are reasonably calculated to result in the sale of Class M shares of the Funds. The Funds shall [also] pay the Distributor, advertising and prospectuses. Shareholder services includeat the end of each month, but are not limited toan amount on an annual basis equal to 0.25% of the average daily value of the net assets of each Funds Class M shares, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials as compensation for providing personal service to shareholders; providing educational materials; providing facilities , including assistance in connection with inquiries relating to answer questions about shareholder accounts, and for maintaining shareholder accounts (the "Service Fee"). Any reduction to amounts payable under this Plan shall first be to the extent of the Service Fee, and then from the balance of the 12b-1 Fee. Amounts paid or payable by the Funds under this Plan or any agreement with any person or entity relating to the implementation of this Plan ("related agreement") shall only be used to pay for, or reimburse payment for, the distribution expenditures described in the preceding paragraph and shall, given all surrounding circumstances, represent charges within the range of what would have been negotiated at arm's length as payment for the specific sales or promotional services and activities to be financed hereunder and any related agreement, as determined by the Trustees of the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonable request. For purposes of applying the limitation set forth , in the Rules exercise of Conduct on the maximum amount reasonable business judgment, in light of the distribution fee payable in respect of the Class B Shares of any series, the Fund elects to add to the six fiduciary duties under state law and one quarter percent Sections 36(a) and (6.25%b) of the issue price of the Class B Shares, or such other percentage as may be proscribed in such Rules of Conduct, interest thereon at the rate of prime plus one percent per annum. A contingent deferred sales charge (“CDSC”) also shall be payable by the holders of Class B Shares in the case of early redemptions of such Class B SharesAct and based upon appropriate business estimates and projections.