Common use of Distribution Fees Clause in Contracts

Distribution Fees. In addition to the Service Fee, the Fund will pay to the Underwriter a fee (the "Distribution Fee") at an annual rate of 0.75% (unless reduced as contemplated by and permitted pursuant to the next sentence hereof) of the Fund's average daily net assets attributable to the Class C shares in consideration of the services rendered in connection with the sale of such shares by the Underwriter. The Fund will not terminate the Distribution Fee in respect of Fund assets attributable to Class C shares, or pay such fee at an annual rate of less than 0.75% of the Fund's average daily net assets attributable to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee to the Underwriter. The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Directors shall determine. The obligation of the Fund to pay the Distribution Fee shall terminate upon the termination of this Plan or the relevant distribution agreement between the Distributor and the Fund in accordance with the terms hereof or thereof, but until any such termination shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Fund of its right separately to pursue any claims it may have against the Distributor and enforce such claims against any assets of the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)). The Underwriter may pay all or any portion of the Distribution Fee to securities dealers or other organizations (including, but not limited to, any affiliate of the Underwriter as commissions, asset-based sales charges or other compensation with respect to the sale of Class C shares of the Fund may retain all or any portion of the Distribution Fee as compensation for the Underwriter's services as principal underwriter of the Class C shares of the Fund. All payments under this Section 1(b) are intended to qualify as "asset-based sales charges" as defined in the NASD Rule.

Distribution Fees. In addition to the Service Fee, the The Fund will shall pay to the Underwriter Distributor no more frequently than monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan “Allocation Schedule”, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the "“Distribution Fee") at ”), which shall accrue daily in an annual rate amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Fund’s Class C shares outstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class C shares of the Fund. The Distributor may sell and assign its right to its Allocable Portion (unless reduced as contemplated by and permitted pursuant but not its obligations to the next sentence hereofFund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own. The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee. Any Agreement between the Fund and the Distributor relating to the Fund's average daily net assets attributable ’s Class C shares shall provide that: (i) the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee; (ii) notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class C shares in consideration into shares of the services rendered in connection with the sale of such shares by the Underwriter. The Fund will not terminate the Distribution Fee in respect of Fund assets attributable to Class C shares, or pay such fee at an annual rate of less than 0.75% of the Fund's average daily net assets attributable to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee to the Underwriter. The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Directors shall determine. The obligation of the Fund to pay the Distribution Fee shall terminate upon the another class) for any reason (including a termination of this Plan or the relevant distribution agreement Agreement between the such Distributor and the Fund Fund) except: (a) to the extent required by a change in accordance with the terms hereof Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD”), or thereof, but until any such termination shall not be subject to any dispute, offset, counterclaim judicial decisions or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver interpretive pronouncements by the Fund of its right separately to pursue any claims it may have against Securities and Exchange Commission, which is either binding upon the Distributor and enforce such claims against any assets or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after March 15, 2001, (b) on a basis which does not alter the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)). The Underwriter may pay all or any portion Distributor’s Allocable Portion of the Distribution Fee computed with reference to securities dealers or other organizations (including, but not limited to, any affiliate Commission Shares of the Underwriter Fund, the Date of Original Issuance (as commissions, asset-based sales charges defined in the Allocation Schedule) of which occurs on or other compensation prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the sale Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or (c) in connection with a Complete Termination (as defined below) of this Plan by the Fund; (iii) the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class C shares shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Fund may retain all Distributor or any portion its assigns; (iv) notwithstanding anything to the contrary in this Plan or the Agreement, none of the Distribution Fee as compensation for termination of the Underwriter's services Distributor’s role as principal underwriter of the Class C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class C shares of the Fund; (v) except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class C shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and (vi) until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class C shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class C shares without the consent of the Distributor and its assigns. All payments under For purposes of this Section 1(b) are intended Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class C shares as applied to qualify any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class C shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as "asset-it relates to the Class C shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charges" charge (within the meaning of the Conduct Rules of the NASD) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class C shares and every future class of shares (other than future classes of shares established more than one year after the date of such termination) which has substantially similar characteristics to the Class C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that (a) the Board of [Directors][Trustees] of such Affected Funds, including the Independent [Directors][Trustees] (as defined below) of the Affected Funds, shall have determined that such termination is in the NASD Rulebest interest of such Affected Funds and the shareholders of such Affected Funds, and (b) such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

Distribution Fees. In addition to the Service Fee, the The Fund will shall pay to the Underwriter Distributor monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan “Allocation Schedule”, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the "“Distribution Fee"”), which shall accrue each day in an amount equal to the product of (A) at an annual rate the daily equivalent of 0.75% per annum multiplied by (unless reduced as contemplated by B) the net asset value of the Fund’s Class B shares outstanding on each day. The Distributor may sell and permitted pursuant assign its right to its Allocable Portion (but not its obligations to the next sentence hereofFund under the Agreement) of the Fund's average daily net assets attributable Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Class C shares in consideration Fund under the Agreement or any of the assets the Distributor continues to own. The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee. Any Agreement between the Fund and the Distributor relating to the Fund’s Class B shares shall provide that: (i) the Distributor will be deemed to have performed all services rendered required to be performed in connection with order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such shares by the Underwriter. The Fund will not terminate Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee Fee; (ii) notwithstanding anything to the contrary in respect of Fund assets attributable to Class C sharesthis Plan or the Agreement, or pay such fee at an annual rate of less than 0.75% of the Fund's average daily net assets attributable to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee to the Underwriter. The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Directors shall determine. The ’s obligation of the Fund to pay the Distributor its Allocable Portion of the Distribution Fee shall terminate upon not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class B shares into shares of another class) for any reason (including a termination of this Plan or the relevant distribution agreement Agreement between the such Distributor and the Fund Fund) except: (a) to the extent required by a change in accordance the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after March 15, 2000, (b) on a basis which does not alter the terms hereof Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or thereof, but until any prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or (c) in connection with a Complete Termination (as defined below) of this Plan by the Fund; (iii) the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect to the Class B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns; (iv) notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class B shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class B shares of the Fund; (v) except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall be absolute and unconditional and shall not be subject to any dispute, offset, counterclaim or any defense whatsoever whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and (it being understood that nothing vi) until the Distributor has been paid its Allocable Portion of the Distribution Fees in this sentence shall be deemed a waiver by respect of the Class B shares of the Fund, the Fund will not adopt a plan of its right separately to pursue any claims it may have against liquidation in respect of the Class B shares without the consent of the Distributor and enforce such claims against any assets its assigns. For purposes of this Plan, the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)). The Underwriter may pay all or any portion term Allocable Portion of the Distribution Fee to securities dealers Fees or other organizations (including, but not limited to, any affiliate CDSCs payable in respect of the Underwriter Class B shares as commissions, asset-based sales charges applied to any Distributor shall mean the portion of such Distribution Fees or other compensation with CDSCs payable in respect to the sale of such Class C B shares of the Fund may retain all or any portion of allocated to the Distribution Fee Distributor in accordance with the Allocation Schedule as compensation for the Underwriter's services as principal underwriter of it relates to the Class C B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. All payments under For purposes of this Section 1(b) are intended Plan, the term “Complete Termination” in respect of this Plan as it relates to qualify as "asset-the Class B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class B shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charges" charge (within the meaning of the Conduct Rules of the NASD) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that (a) the Board of [Directors][Trustees] of such Affected Funds, including the Independent [Directors][Trustees] (as defined below) of the Affected Funds, shall have determined that such termination is in the NASD Rulebest interest of such Affected Funds and the shareholders of such Affected Funds, and (b) such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

Distribution Fees. In addition to the Service Fee, the The Fund will shall pay to the Underwriter Distributor monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the "“Distribution Fee") at ”), which shall accrue daily in an annual rate amount equal to the daily equivalent of 0.75% (unless reduced as contemplated by and permitted pursuant to per annum of the next sentence hereof) net asset value of the Fund's average daily net assets attributable to the ’s Class C 529-B shares in consideration of the services rendered in connection with the sale of such shares by the Underwriter. The Fund will not terminate the Distribution Fee in respect of Fund assets attributable to Class C shares, or pay such fee at an annual rate of less than 0.75% of the Fund's average daily net assets attributable to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee to the Underwriteroutstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-B shares of the Fund. The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be accrued daily free and paid monthly clear of offsets or at such other intervals as claims the Directors shall determineFund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own. The obligation Fund may agree, at the request of the Fund Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee. Any Agreement between the Fund and the Distributor relating to the Fund’s Class 529-B shares shall provide that: (i) the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee; (ii) notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall terminate upon not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-B shares into shares of another class) for any reason (including a termination of this Plan or the relevant distribution agreement Agreement between the such Distributor and the Fund in accordance with the terms hereof or thereof, but until any such termination shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Fund of its right separately to pursue any claims it may have against the Distributor and enforce such claims against any assets of the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)). The Underwriter may pay all or any portion of the Distribution Fee to securities dealers or other organizations (including, but not limited to, any affiliate of the Underwriter as commissions, asset-based sales charges or other compensation with respect to the sale of Class C shares of the Fund may retain all or any portion of the Distribution Fee as compensation for the Underwriter's services as principal underwriter of the Class C shares of the Fund. All payments under this Section 1(b) are intended to qualify as "asset-based sales charges" as defined in the NASD Rule.except:

Distribution Fees. In addition to the Service Fee, the The Fund will shall pay to the Underwriter Distributor no more frequently than monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the "“Distribution Fee") at ”), which shall accrue daily in an annual rate amount equal to the daily equivalent of 0.75% (unless reduced as contemplated by and permitted pursuant to per annum of the next sentence hereof) net asset value of the Fund's average daily net assets attributable to the ’s Class 529-C shares in consideration of the services rendered in connection with the sale of such shares by the Underwriter. The Fund will not terminate the Distribution Fee in respect of Fund assets attributable to Class C shares, or pay such fee at an annual rate of less than 0.75% of the Fund's average daily net assets attributable to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee to the Underwriteroutstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-C shares of the Fund. The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be accrued daily free and paid monthly clear of offsets or at such other intervals as claims the Directors shall determineFund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own. The obligation Fund may agree, at the request of the Fund Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee. Any Agreement between the Fund and the Distributor relating to the Fund’s Class 529C shares shall provide that: (i) the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee; (ii) notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall terminate upon not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-C shares into shares of another class) for any reason (including a termination of this Plan or the relevant distribution agreement Agreement between the such Distributor and the Fund Fund) except: (a) to the extent required by a change in accordance the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after February 15, 2002, (b) on a basis which does not alter the terms hereof Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or thereof, but until any prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or (c) in connection with a Complete Termination (as defined below) of this Plan by the Fund; (iii) the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns; (iv) notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-C shares of the Fund; (v) except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-C shares of the Fund shall be absolute and unconditional and shall not be subject to any dispute, offset, counterclaim or any defense whatsoever whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and (it being understood that nothing vi) until the Distributor has been paid its Allocable Portion of the Distribution Fees in this sentence shall be deemed a waiver by respect of the Class 529-C shares of the Fund, the Fund will not adopt a plan of its right separately to pursue any claims it may have against liquidation in respect of the Class 529-C shares without the consent of the Distributor and enforce such claims against any assets its assigns. For purposes of this Plan, the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)). The Underwriter may pay all or any portion term Allocable Portion of the Distribution Fee to securities dealers Fees or other organizations (including, but not limited to, any affiliate CDSCs payable in respect of the Underwriter Class 529-C shares as commissions, assetapplied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-based sales charges or other compensation with respect to the sale of Class C shares of the Fund may retain all or any portion of allocated to the Distribution Fee Distributor in accordance with the Allocation Schedule as compensation for the Underwriter's services as principal underwriter of it relates to the Class 529-C shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. All payments under For purposes of this Section 1(b) are intended Plan, the term “Complete Termination” in respect of this Plan as it relates to qualify as "assetthe Class 529-C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charges" charge (within the meaning of the Conduct Rules of the NASD) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-C shares and every future class of shares (other than future classes of shares established more than one year after the date of such termination) which has substantially similar characteristics to the Class 529-C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that (a) the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the NASD Rulebest interest of such Affected Funds and the shareholders of such Affected Funds, and (b) such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

Distribution Fees. In addition to the Service Fee, the Fund will pay to the Underwriter a fee (the "Distribution Fee") at an annual rate of 0.750.35% (unless reduced as contemplated by and permitted pursuant to the next sentence hereof) of the Fund's average daily net assets attributable to the Class C shares in consideration of the services rendered in connection with the sale of such shares by the Underwriter. The Fund will not terminate the Distribution Fee in respect of Fund assets attributable to Class C shares, or pay such fee at an annual rate of less than 0.75% of the Fund's average daily net assets attributable to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee to the Underwriter. The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Directors shall determine. The obligation of the Fund to pay the Distribution Fee shall terminate upon the termination of this Plan or the relevant distribution agreement between the Distributor and the Fund in accordance with the terms hereof or thereof, but until any such termination shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Fund of its right separately to pursue any claims it may have against the Distributor and enforce such claims against any assets of the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)). The Underwriter may pay all or any portion of the Distribution Fee to securities dealers or other organizations (including, but not limited to, any affiliate of the Underwriter as commissions, asset-based sales charges or other compensation with respect to the sale of Class C shares of the Fund may retain all or any portion of the Distribution Fee as compensation for the Underwriter's services as principal underwriter of the Class C shares of the Fund. All payments under this Section 1(b) are intended to qualify as "asset-based sales charges" as defined in the NASD Rule.

Distribution Fees. (A) In addition consideration of the Distributor's services as principal distributor of Shares pursuant to this Agreement and the Service Fee, Company's distribution plan in respect of Shares (the Fund will "Plan") the Company agrees: (i) to pay to the Underwriter Distributor or, at the Distributor's direction, to a third party, monthly in arrears on or prior to the 5th Business Day of the following calendar month its Allocable Portion (as hereinafter defined) of a fee (the "Distribution FeeFees") equal to 0.75 of 1% per annum of the average daily net asset value of Shares of each Portfolio outstanding from time to time, and (ii) to withhold from redemption proceeds in respect of Shares of each Portfolio the Distributor's Allocable CDSC payable in respect of such redemption as provided in the prospectus with respect to Shares and to pay the same over to such Distributor or at an annual rate its direction at the time the redemption proceeds in respect of 0.75% (unless reduced as contemplated by and permitted pursuant such redemption are payable to the next sentence hereofholder of Shares redeemed. (B) The Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fees payable in respect of Shares (including Reinvested Shares, Exchange Shares and Free Appreciation Shares and any other Shares that derive from a Commission Share as such terms are defined in the Allocation Schedule attached hereto as Schedule B) upon the settlement of each sale of a Commission Share of the Company taken into account in determining such Distributor's Allocable Portion of such Distribution Fees. (C) Notwithstanding anything to the contrary set forth in this Agreement or (to the extent waiver thereof is permitted thereby) applicable law, the Company's obligation to pay the Distributor's Allocable Portion of the Distribution Fees payable in respect of Shares of a Portfolio shall not be terminated or modified for any reason (including a termination of this Agreement) except to the extent required by a change in the 1940 Act or the Conduct Rules of NASD Regulation, Inc., in either case enacted or promulgated after February __, 1998, or in connection with a Complete Termination (as hereinafter defined) of the Fund's average daily net assets attributable to the Class C shares in consideration of the services rendered in connection with the sale of such shares by the Underwriter. Plan. (D) The Fund Company will not terminate the Distribution Fee take any action to waive or change any CDSC in respect of Fund assets attributable Shares of a Portfolio, except as provided in the prospectus or statement of additional information with respect to Class C shares, or pay such fee at an annual rate of less than 0.75% Shares as in effect as of the Fund's average daily net assets attributable date hereof, without the consent of the Distributor and the permitted assigns of all or any portion of its right to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee Distributor's Allocable CDSC. (E) Notwithstanding anything to the Underwriter. The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as contrary set forth in this Agreement, neither the Directors shall determine. The obligation termination of the Fund to pay the Distribution Fee shall terminate upon Distributor's role as principal distributor of Shares, nor the termination of this Agreement nor the termination of the Plan or will terminate such Distributor's right to the relevant distribution agreement between Distributor's Allocable CDSC in respect of Shares of the Company. (F) Notwithstanding anything to the contrary in this Agreement, the Distributor may assign, sell or pledge (collectively, a "Transfer") its rights to its Allocable Portion of the Distribution Fees and the Fund Distributor's Allocable CDSC earned by it (but not its obligations to the Company under this Agreement) in accordance respect of Shares of a Portfolio to raise funds to make the expenditures related to the distribution of Shares of such Portfolio and in connection therewith upon receipt of notice of such Transfer, the Company shall pay, or cause to be paid to the assignee, purchaser or pledgee (collectively with their subsequent transferees, "Transferees") such portion of the terms hereof or thereofDistributor's Allocable Portion of the Distribution Fees and the Distributor's Allocable CDSC in respect of Shares of any Portfolio so transferred in connection with such Transfer. Except as provided in clause (C) above and notwithstanding anything to the contrary in this Agreement, but until any such termination to the extent the Distributor has transferred its rights as aforesaid, the Company's obligation to pay the Distributor's Allocable Portion of the Distribution Fees and the Distributor's Allocable CDSC payable in respect of Shares of a Portfolio shall be absolute and unconditional and shall not be subject to any dispute, offset, counterclaim or any defense whatsoever whatsoever, at law or equity, including without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor (it being understood that nothing in this sentence shall be deemed such provision is not a waiver by of the Fund of its Company's right separately to pursue any claims it may have against the Distributor and enforce such claims against any the assets of the Distributor (other than its the Distributor's right to the Distributor's Allocable Portion of the Distribution Fees and the Distributor's Allocable CDSC in respect of Shares of any Portfolio transferred in connection with such Transfer). The Company agrees that each such Transferee is a third party beneficiary of the provisions of this clause (F) but only insofar as these provisions relate to Distribution Fees and CDSCs transferred to such Transferee. (G) For purposes of this Agreement, the term Allocable Portion of Distribution Fees payable in respect of Shares of a Portfolio shall mean the portion of such Distribution Fees allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule B. (H) For purposes of this Agreement, the term Complete Termination in respect of the Plan means a termination of the Plan involving the complete cessation of the payment of Distribution Fees in respect of all Shares of a Portfolio, and the complete cessation of the payment of distribution fees pursuant to the Plan in respect of Shares of a Portfolio and of shares of any successor fund or any fund acquiring a substantial portion of the assets of such Portfolio and for every future class of shares which has substantially similar characteristics to Shares of such Portfolio including the manner of payment and amount of sales charge, contingent deferred sales charge or other similar charges borne directly or indirectly by the holders of such shares. (I) The Distributor shall maintain adequate books and records to permit calculations periodically (but not less than monthly) of, and shall calculate on a monthly basis, the Distributor's Allocable Portion of Distribution Fees and the Distributor's Allocable CDSC to be paid to the Distribution Fee Distributor. The officers of the Company may modify the allocation procedures set forth in paragraph 4 and Schedule B hereof in order to permit the Company's transfer agent to maintain the data necessary to implement the substance of such allocation procedures and to be paid contingent deferred sales charges)). The Underwriter may pay all or any portion permit the Transfer of the Distributor's rights to the Distributor's Allocable Portion of the Distribution Fee Fees and the Distributor's Allocable CDSC. The Company shall be entitled to securities dealers or other organizations (includingrely on the Distributor's books, but not limited to, any affiliate of the Underwriter as commissions, asset-based sales charges or other compensation with respect records and calculations relating to the sale Distributor's Allocable Portion of Class C shares of Distribution Fees and the Fund may retain all or any portion of the Distribution Fee as compensation for the UnderwriterDistributor's services as principal underwriter of the Class C shares of the Fund. All payments under this Section 1(b) are intended to qualify as "asset-based sales charges" as defined in the NASD RuleAllocable CDSC.