Common use of COMPENSATION TO THE UNDERWRITER Clause in Contracts

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood As compensation for all of its services provided and agreed by the parties hereto that its costs assumed under this Agreement, the Underwriter will shall receive as compensation for services it performs hereunder:the following forms and amounts of compensation; (a) The Underwriter shall shall, as agreed from time to time with DDLP and as permitted by applicable law or regulation, be entitled to receive or retain the any front-end sales charge imposed in connection with sales of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. Up to the entire amount of the such front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge (if any) may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund Company not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the FundCompany. (b) The Underwriter shall shall, as agreed from time to time with DDLP and as permitted by applicable law or regulation, be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. (c) Pursuant to the FundCompany's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), the ): (i) Class A of each Fund shall is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsDirectors. Until further action by the Board of Directors, all of such fees for fee shall be designated and payable as a Shareholder Servicing Fee. (ii) Class A B of each Fund offering shares of such Class is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee in connection with the servicing of shareholder accounts of such Class and in connection with distribution-related services provided in respect of such Class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such Class. All or any portion of such total fee may be payable as a Shareholder Servicing Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors. Until further action by the Board of Directors, a portion of such fee equal to .25% per annum of Class B's average net assets shall be designated and payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "Distribution Fee. (iii) Class C of each Fund is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee in connection with the servicing of shareholder servicing fee" designed to cover only accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Costs; Fee, and all or any portion of such fees for Class B and Class C shall total fee may be designated payable as a "distribution fee" designed Distribution Fee, as determined from time to cover only Distribution Expensestime by the Company's Board of Directors. Until further action by the Board of Directors, except that a portion of such total fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B such class shall be designated and Class C, payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing CostsDistribution Fee. Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the PlansPlan, the Underwriter shall not be entitled to reimbursement by the FundCompany. (d) In each year during which this Agreement remains in effect, the Underwriter and/or DDLP, as agreed from time to time with DDLP, will prepare and furnish to the Board of Directors of the FundCompany, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans Plan, on a class by class basis as applicable, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-front- end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25.30% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for A, Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood As compensation for all of its services provided and agreed by the parties hereto that its costs assumed under this Agreement, the Underwriter will shall receive as compensation for services it performs hereunderthe following forms and amounts of compensation: (a) The Underwriter shall be entitled to receive or retain the any front-end sales charge imposed in connection with sales of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. Up to the entire amount of the such front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge (if any) may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund Company not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the FundCompany. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. (c) Pursuant to the FundCompany's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), the ): (i) Class A of each Fund shall is obligated to pay the Underwriter a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsDirectors. Until further action by the Board of Directors, all of such fees for fee shall be designated and payable as a Shareholder Servicing Fee. (ii) Class A B of each Fund offering shares of such Class is obligated to pay the Underwriter a total fee in connection with the servicing of shareholder accounts of such Class and in connection with distribution-related services provided in respect of such Class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such Class. All or any portion of such total fee may be payable as a Shareholder Servicing Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Trust's Board of Trustees. Until further action by the Board of Trustees, a portion of such total fee equal to .25% per annum of Class B's average net assets shall be designated and payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "Distribution Fee. (iii) Class C of each Fund is obligated to pay the Underwriter a total fee in connection with the servicing of shareholder servicing fee" designed to cover only accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Costs; Fee, and all or any portion of such fees for Class B and Class C shall total fee may be designated payable as a "distribution fee" designed Distribution Fee, as determined from time to cover only Distribution Expensestime by the Company's Board of Directors. Until further action by the Board of Directors, except that a portion of such total fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B such class shall be designated and Class C, payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing CostsDistribution Fee. Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the PlansPlan, the Underwriter shall not be entitled to reimbursement by the FundCompany. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the FundCompany, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans Plan, on a class by class basis as applicable, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood As compensation for all of its services provided and agreed by the parties hereto that its costs assumed under this Agreement, the Underwriter will shall receive as compensation for services it performs hereunderthe following forms and amounts of compensation: (a) The Underwriter shall be entitled to receive or retain the any front-end sales charge imposed in connection with sales of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. Up to the entire amount of the such front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge (if any) may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund Company not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the FundCompany. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. (c) Pursuant to the FundCompany's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), the ): (i) Class A of each Fund shall is obligated to pay the Underwriter a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsDirectors. Until further action by the Board of Directors, all of such fees for fee shall be designated and payable as a Shareholder Servicing Fee. (ii) Class A B of each Fund offering shares of such class is obligated to pay the Underwriter a total fee in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors. Until further action by the Board of Directors, a portion of such total fee equal to .25% per annum of the average net assets of such class shall be designated and payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "Distribution Fee. (iii) Class C of each Fund offering shares of such class is obligated to pay the Underwriter a total fee in connection with the servicing of shareholder servicing fee" designed to cover only accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Costs; Fee, and all or any portion of such fees for Class B and Class C shall total fee may be designated payable as a "distribution fee" designed Distribution Fee, as determined from time to cover only Distribution Expensestime by the Company's Board of Directors. Until further action by the Board of Directors, except that a portion of such total fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B such class shall be designated and Class C, payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing CostsDistribution Fee. Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the PlansPlan, the Underwriter shall not be entitled to reimbursement by the FundCompany. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the FundCompany, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans Plan, on a class by class basis as applicable, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood As compensation for all of its services provided and agreed by the parties hereto that its costs assumed under this Agreement, the Underwriter will shall receive as compensation for services it performs hereunderthe following forms and amounts of compensation: (a) The Underwriter shall be entitled to receive or retain the any front-end sales charge imposed in connection with sales of Fund sharesshares of the Fund, as set forth in Schedule A heretothe applicable current Prospectus. Up to the entire amount of the such front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge (if any) may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund Company not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the FundCompany. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund sharesshares of the Fund, as set forth in Schedule A heretothe applicable current Prospectus. (c) Pursuant to the FundCompany's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), ): (i) Class A and Class Y of the Fund shall are each obligated to pay the Underwriter a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsDirectors. Until further action by the Board of Directors, all of such fees for Class A fee shall be designated and payable as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for Fee. (ii) Class B and Class C shall of the Fund are each obligated to pay the Underwriter a total fee in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be designated payable as a "distribution fee" designed Shareholder Servicing Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to cover only Distribution Expensestime by the Company's Board of Directors. Until further action by the Board of Directors, except that a portion of such total fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B each such class shall be designated and Class C, payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing CostsDistribution Fee. Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the PlansPlan, the Underwriter shall not be entitled to reimbursement by the FundCompany. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the FundCompany, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans Plan, on a class by class basis, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-front- end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25.35% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for A, Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, A and Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class CB, equal to .25% per annum of the average daily net assets of Class B and Class CB, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans Plan of Distribution adopted by Class A, Class B and Class C A shareholders in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), the Fund shall pay the Underwriter a total fee each month equal to .25% per annum of the average daily net assets represented by Class A shares of the Fund to cover Shareholder Servicing Costs and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund a portion may be designated as a "distribution fee" designed to cover Distribution Expenses and Shareholder Servicing CostsExpenses. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing service fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the PlansPlan, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end frontend sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end frontend sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers brokerdealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end frontend sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 12b1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25.30% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for A, Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 12b1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25.30% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for A, Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It (a) With respect to each Fund, it is understood and agreed by the parties hereto that the sale of Fund shares will benefit the Underwriter, which is an affiliate of the Fund's investment adviser or sub-adviser, and therefore the Underwriter will receive as no additional compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end sales charge imposed hereunder in connection with sales of Fund fund shares, except as set forth in Schedule A hereto. Up follows: (i) In connection with sales of shares of Growth and Income Fund, pursuant to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the FundCompany's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders on behalf of such Fund in accordance with Rule 12b-1 under the 1940 Act (the "PlansRule 12b-1 Plan"), Class A of such Fund (the Fund shall only class of shares currently outstanding) is obligated to pay the Underwriter a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsDirectors. Until further action by the Board of Directors, all of such fees for Class A fee shall be designated and payable as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; Fee. (ii) In connection with the Underwriter's ongoing servicing and/or maintenance of shareholder accounts for VAM Financial Institutions Intermediate Duration Portfolio and all VAM Financial Institutions Core Portfolio, each Fund is obligated, pursuant to the Company's Service Plan, to pay the Underwriter a service fee, calculated and payable monthly, at the annual rate of such fees for Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion .05% of such fee for both Class B and Class C, equal to .25% per annum the value of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. such Fund. (b) Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Rule 12b-1 Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. Similarly, amounts payable to the Underwriter under the Service Plan may exceed or be less than the Underwriter's actual Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs costs exceed amounts payable to the Underwriter under the PlansRule 12b-1 Plan or the Service Plan, the Underwriter shall not be entitled to reimbursement by the FundCompany. (dc) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the FundCompany, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement Agreement, the Rule 12b-1 Plan and the Plans Service Plan, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood (a) As compensation for all of its services provided and agreed by the parties hereto that its costs assumed under this Agreement, the Underwriter will shall receive as the following forms and amounts of compensation for services it performs hereunderin connection with sales of shares of Growth and Income Fund: (ai) The Underwriter shall be entitled to receive or retain the any front-end sales charge imposed in connection with sales of Fund sharesshares of such Fund, as set forth in Schedule A heretothe applicable current Prospectus. Up to the entire amount of the such front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge (if any) may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund Company not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the FundCompany. (bii) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund sharesshares of such Fund, as set forth in Schedule A heretothe applicable current Prospectus. (ciii) Pursuant to the FundCompany's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders on behalf of such Fund in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), the ): (A) Class A of such Fund shall is obligated to pay the Underwriter a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsDirectors. Until further action by the Board of Directors, all of such fees for fee shall be designated and payable as a Shareholder Servicing Fee. (B) Class A B of such Fund is obligated to pay the Underwriter a total fee in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors. Until further action by the Board of Directors, a portion of such total fee equal to .25% per annum of the average net assets of such class shall be designated and payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "Distribution Fee. (C) Class C of such Fund is obligated to pay the Underwriter a total fee in connection with the servicing of shareholder servicing fee" designed to cover only accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Costs; Fee, and all or any portion of such fees for Class B and Class C shall total fee may be designated payable as a "distribution fee" designed Distribution Fee, as determined from time to cover only Distribution Expensestime by the Company's Board of Directors. Until further action by the Board of Directors, except that a portion of such total fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B such class shall be designated and Class C, payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a Distribution Fee. (b) With respect to VAM Financial Institutions Intermediate Duration Portfolio and VAM Financial Institutions Core Portfolio (the "VFI Funds") it is understood and agreed by the parties hereto that the sale of Fund shares will benefit the Underwriter, which is an affiliate of the investment sub-adviser for such Funds, and therefore the Underwriter will receive no additional compensation for services it performs hereunder in connection with sales of Fund shares. In connection with the Underwriter's ongoing servicing and/or maintenance of VFI Funds shareholder servicing accounts, each Fund is obligated, pursuant to the Company's Service Plan, to pay the Underwriter a service fee" designed to cover only Shareholder Servicing Costs. , calculated and payable monthly, at the annual rate of .05% of the value of the average daily net assets of such Fund. (c) Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Rule 12b-1 Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. Similarly, amounts payable to the Underwriter under the Service Plan may exceed or be less than the Underwriter's actual Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs costs exceed amounts payable to the Underwriter under the PlansRule 12b-1 Plan or the Service Plan, the Underwriter shall not be entitled to reimbursement by the FundCompany. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the FundCompany, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement Agreement, the Rule 12b-1 Plan and the Plans Service Plan, on a class by class basis as applicable, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood As compensation for all of its services provided and agreed by the parties hereto that its costs assumed under this Agreement, the Underwriter will shall receive as compensation for services it performs hereunder:the following forms and amounts of compensation; (a) The Underwriter shall shall, as agreed from time to time with DDLP and as permitted by applicable law or regulation, be entitled to receive or retain the any front-end sales charge imposed in connection with sales of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. Up to the entire amount of the such front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge (if any) may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund Company not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the FundCompany. (b) The Underwriter shall shall, as agreed from time to time with DDLP and as permitted by applicable law or regulation, be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. (c) Pursuant to the FundCompany's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), the ): (i) Class A of each Fund shall is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Company's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsDirectors. Until further action by the Board of Directors, all of such fees for Class A fee shall be designated and payable as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; Fee. (ii) Class B of each Fund offering shares of such Class is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee in connection with the servicing of shareholder accounts of such Class and in connection with distribution-related services provided in respect of such Class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such Class. All or (iii) Class C of each Fund is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Fee, and all or any portion of such fees for Class B and Class C shall total fee may be designated payable as a "distribution fee" designed Distribution Fee, as determined from time to cover only Distribution Expensestime by the Company's Board of Directors. Until further action by the Board of Directors, except that a portion of such total fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B such class shall be designated and Class C, payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing CostsDistribution Fee. Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the PlansPlan, the Underwriter shall not be entitled to reimbursement by the FundCompany. (d) In each year during which this Agreement remains in effect, the Underwriter and/or DDLP, as agreed from time to time with DDLP, will prepare and furnish to the Board of Directors of the FundCompany, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans Plan, on a class by class basis as applicable, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood As compensation for all of its services provided and agreed by the parties hereto that its costs assumed under this Agreement, the Underwriter will shall receive as compensation for services it performs hereunder:the following forms and amounts of compensation; (a) The Underwriter shall shall, as agreed from time to time with DDLP and as permitted by applicable law or regulation, be entitled to receive or retain the any front-end sales charge imposed in connection with sales of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. Up to the entire amount of the such front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge (if any) may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund Trust not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the FundTrust. (b) The Underwriter shall shall, as agreed from time to time with DDLP and as permitted by applicable law or regulation, be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund sharesshares of each Fund, as set forth in Schedule A heretothe applicable current Prospectus. (c) Pursuant to the FundTrust's Plans Plan of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "PlansPlan"), the ): (i) Class A of each Fund shall is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee each month equal to in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of .25% per annum of the value of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum such class. All or any portion of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and such total fee may be payable as a Shareholder Servicing Costs. As Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Trust's Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing CostsTrustees. Until further action by the Board of DirectorsTrustees, all of such fees for fee shall be designated and payable as a Shareholder Servicing Fee. (ii) Class A B of each Fund offering shares of such Class is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee in connection with the servicing of shareholder accounts of such Class and in connection with distribution-related services provided in respect of such Class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such Class. All or any portion of such total fee may be payable as a Shareholder Servicing Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Trust's Board of Trustees. Until further action by the Board of Trustees, a portion of such fee equal to .25% per annum of Class B's average net assets shall be designated and payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "Distribution Fee. (iii) Class C of each Fund is obligated to pay the Underwriter and/or DDLP, as agreed from time to time by such parties and as permitted by applicable law or regulation, a total fee in connection with the servicing of shareholder servicing fee" designed to cover only accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable quarterly, at the annual rate of 1.00% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Costs; Fee, and all or any portion of such fees for Class B and Class C shall total fee may be designated payable as a "distribution fee" designed Distribution Fee, as determined from time to cover only Distribution Expensestime by the Trust's Board of Trustees. Until further action by the Board of Trustees, except that a portion of such total fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B such class shall be designated and Class C, payable as a Shareholder Servicing Fee and the remainder of such fee shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing CostsDistribution Fee. Average daily net assets shall be computed in accordance with the Prospectus of the Fundapplicable currently effective Prospectus. Amounts payable to the Underwriter under the Plans Plan may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the PlansPlan, the Underwriter shall not be entitled to reimbursement by the FundTrust. (d) In each year during which this Agreement remains in effect, the Underwriter and/or DDLP, as agreed from time to time with DDLP, will prepare and furnish to the Board of Directors Trustees of the FundTrust, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans Plan, on a class by class basis as applicable, and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, Class B A and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25.30% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for both Class A shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.

COMPENSATION TO THE UNDERWRITER. It is understood and agreed by the parties hereto that the Underwriter will receive as compensation for services it performs hereunder: (a) The Underwriter shall be entitled to receive or retain the front-end sales charge imposed in connection with sales of Fund shares, as set forth in Schedule A hereto. Up to the entire amount of the front-end sales charge with respect to the Fund may be reallowed by the Underwriter to broker-dealers and participating financial institutions in connection with their sale of Fund shares. The amount of the front-end sales charge may be retained or deducted by the Underwriter from any sums received by it in payment for shares so sold. If such amount is not deducted by the Underwriter from such payments, such amount shall be paid to the Underwriter by the Fund not later than five business days after the close of any calendar quarter during which any such sales were made by the Underwriter and payment received by the Fund. (b) The Underwriter shall be entitled to receive or retain any contingent deferred sales charge imposed in connection with any redemption of Fund shares, as set forth in Schedule A hereto. (c) Pursuant to the Fund's Plans of Distribution adopted by Class A, Class B and Class C shareholders in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Fund shall pay the Underwriter a total fee each month equal to .25% per annum of the average daily net assets represented by Class A shares of the Fund and 1.0% per annum of the average daily net assets represented by Class B and Class C shares of the Fund to cover Distribution Expenses and Shareholder Servicing Costs. As determined from time to time by the Board of Directors of the Fund, a portion of such fee for each Class may be designated as a "distribution fee" designed to cover Distribution Expenses, and a portion may be designated as a "shareholder servicing fee" designed to cover Shareholder Servicing Costs. Until further action by the Board of Directors, all of such fees for Class A shall share be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs; and all of such fees for Class B and Class C shall be designated as a "distribution fee" designed to cover only Distribution Expenses, except that a portion of such fee for both Class B and Class C, equal to .25% per annum of the average daily net assets of Class B and Class C, shall be designated as a "shareholder servicing fee" designed to cover only Shareholder Servicing Costs. Average daily net assets shall be computed in accordance with the Prospectus of the Fund. Amounts payable to the Underwriter under the Plans may exceed or be less than the Underwriter's actual Distribution Expenses and Shareholder Servicing Costs. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Underwriter under the Plans, the Underwriter shall not be entitled to reimbursement by the Fund. (d) In each year during which this Agreement remains in effect, the Underwriter will prepare and furnish to the Board of Directors of the Fund, and the Board will review, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plans and the purposes for which those expenditures were made.