Exhibit 77I
For period ending January 31, 2012
File number 811-8764
SUB-ADVISORY AGREEMENT
Agreement made as of December 1, 2011 between UBS Global Asset Management
Americas) Inc. (UBS Global AM), a Delaware corporation, and Copper Rock
Capital Partners, LLC, (the Sub-Adviser) a Delaware limited liability
company (the Agreement).
RECITALS
(1) UBS Global AM has entered into a Management Agreement dated as of August
1, 2008 (Management Agreement), with PACE(r) Select Advisors Trust (formerly
known as Managed Accounts Services Portfolio Trust (Trust)) an open-end
management investment company registered under the Investment Company Act of
1940, as amended (1940 Act), with respect to PACE(r) Small/Medium Co Growth
Equity Investments (Portfolio);
(2) UBS Global AM is authorized to retain one or more Sub-Adviser to furnish
certain investment advisory services to UBS Global AM and the Portfolio;
(3) UBS Global AM desires to retain the Sub-Adviser to furnish certain
investment advisory services to UBS Global AM and the Portfolio; and
(4) The Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, UBS Global AM and the Sub-Adviser agree as follows:
1. Appointment.
UBS Global AM hereby appoints the Sub-Adviser as an investment sub-adviser
with respect to the Portfolio for the period and on the terms set forth in
this Agreement. The Sub-Adviser accepts that appointment and agrees to render
the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Advisor
(a) Subject to the supervision and direction of the Board and review by UBS
Global AM, and any written guidelines adopted by the Board or UBS Global AM,
the Sub-Adviser will provide a continuous investment program for all or a
designated portion of the assets (Segment) of the Portfolio, including
investment research and discretionary management with respect to all
securities and investments and cash equivalents in the Portfolio or Segment.
The Sub-Adviser will determine from time to time what investments will be
purchased, retained or sold by the Portfolio or Segment. UBS Global AM
acknowledges that the Sub-Adviser may consult with affiliates under its
control in connection with providing such investment program, while
retaining the responsibility for making investment decisions on behalf of
the Portfolio. The Sub-Adviser will be responsible for placing purchase and
sell orders for investments and for other related transactions for the
Portfolio or Segment. The Sub-Adviser has authority to review and execute
all industry agreements with banks, brokers, dealers and other financial
intermediaries necessary to perform its duties under this Agreement. The
Sub-Adviser understands that the Portfolios assets need to be managed so as
to permit the Portfolio to qualify or to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code, as
amended (Code). The Sub-Adviser will provide services under this Agreement
in accordance with the Portfolios investment objective, policies and
restrictions as stated in the Trusts currently effective registration
statement under the 1940 Act, and any amendments or supplements thereto
(Registration Statement).
(b) The Sub-Adviser agrees that it will not consult with any other sub-adviser
for the Trust or Portfolio (Other Sub-Adviser) concerning any transaction by
the Portfolio or Segment in securities or other assets, including (i) the
purchase by the Portfolio or Segment of a security issued by the Other Sub-
Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio
except as permitted by the 1940 Act or (ii) transactions by the Portfolio or
Segment in any security for which the Other Sub-Adviser, or its affiliate,
is the principal underwriter.
(c) The Sub-Adviser agrees that, in placing orders with brokers, it will use
its best efforts to obtain best execution; provided that, on behalf of the
Portfolio, the Sub-Adviser may, in its discretion, use brokers that provide
the Sub-Adviser with research, analysis, advice and similar services to
execute portfolio transactions on behalf of the Portfolio, and the Sub-
Adviser may pay to those brokers in return for brokerage and research
services a higher commission than may be charged by other brokers, subject
to the Sub-Advisers determination in good faith that such commission is
reasonable in terms either of the particular transaction or of the overall
responsibility of the Sub-Adviser to the Portfolio and its other clients
and that the total commissions paid by the Portfolio or Segment will be
reasonable in relation to the benefits to the Portfolio over the long term.
In no instance will portfolio securities be purchased from or sold to UBS
Global AM or the Sub-Adviser, or any affiliated person thereof, except in
accordance with the federal securities laws and the rules and regulations
thereunder. The Sub-Adviser may aggregate sales and purchase orders with
respect to the assets of the Portfolio or Segment with similar orders
being made simultaneously for other accounts advised by the Sub-Adviser
or affiliates under its control. Whenever the Sub-Adviser simultaneously
places orders to purchase or sell the same security on behalf of the
Portfolio and one or more other accounts advised by the Sub-Adviser, the
orders will be allocated as to price and amount among all such accounts
in a manner believed to be equitable over time to each account. UBS Global
AM recognizes that in some cases this procedure may adversely affect the
results obtained for the Portfolio or Segment.
(d) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to the 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions by the Sub-Adviser on
behalf of the Portfolio or Segment, and will furnish the Board and UBS
Global AM with such periodic and special reports as the Board or UBS Global
AM reasonably may request. In compliance with the requirements of Rule 31
a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Portfolio are the property of the Trust, agrees to
preserve for the periods prescribed by Rule 31 a-2 under the 1940 Act any
records that it maintains for the Portfolio and that are required to be
maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender
promptly to the Trust any records which it maintains for the Portfolio upon
request by the Trust; provided, however, that the Sub-Advisor may retain a
copy of such records.
(e) At such times as shall be reasonably requested by the Board or UBS Global
AM, the Sub-Adviser will provide the Board and UBS Global AM with economic
and investment analyses and reports as well as quarterly reports setting
forth the performance of the Portfolio or Segment and make available to the
Board and UBS Global AM any economic, statistical and investment services
that the Sub-Adviser normally makes available to its institutional or other
customers.
(f) In accordance with procedures adopted by the Board, as amended from
time to time, the Sub-Adviser is responsible for assisting in the fair
valuation of all portfolio securities in the Portfolio or Segment and will
use its reasonable efforts to arrange for the provision of a price or
prices from one or more parties independent of the Sub-Adviser for each
portfolio security for which the custodian does not obtain prices in the
ordinary course of business from an automated pricing service.
(g) The Sub-Adviser agrees that it will be responsible for voting proxies
of issuers of securities held by the Portfolio or Segment. The Sub-Adviser
further agrees that it will adopt written proxy procedures that shall comply
with the requirements of the 1940 Act and the Investment Advisers Act of
1940, as amended (Advisers Act), and that shall be acceptable to the Board.
The Sub-Adviser further agrees that it will provide the Board on or before
August 1st of each year, or more frequently as the Board may reasonably
request, with a written or electronic report of the proxies voted during
the most recent 12-month period ending June 30, or such other period as
the Board may designate, in a format that shall comply with the 1940 Act
and that shall be acceptable to the Board.
Notwithstanding the above, UBS Global AM or another service provider for
the Trust, and not the Sub-Adviser, shall make
any and all filings in connection with any securities litigation or class
action lawsuits involving securities held or that were held in the Segment;
provided, however, that Sub-Adviser is responsible for promptly forwarding
to UBS Global AM any documents it receives regarding such matters that are
specific to the Portfolio and providing reasonable assistance, if
necessary, in making such claims. UBS Global AM understands that the
Sub-adviser establishes from time to time guidelines for the voting of
proxies and may employ the services of a proxy voting service to exercise
proxies in accordance with the Sub-Advisers guidelines.
3. Further Duties.
In all matters relating to the performance of this Agreement, the Sub-Adviser
will seek to act in conformity with the Trust's Trust Instrument, By-Laws and
Registration Statement and with the written instructions and written
directions of the Board and UBS Global AM; and will comply with the
requirements of the 1940 Act, and the Investment Advisers Act of 1940,
as amended (Advisers Act), and the rules under each, the Code, and all
other federal and state laws and regulations applicable to the Trust and
the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies of
the Trust's Trust Instrument, By-Laws, Registration Statement, written
instructions and directions of the Board and UBS Global AM, and any
amendments or supplements to any of these materials as soon as practicable
after such materials become available and further agrees to identify to
the Sub-Adviser in writing any broker-dealers that are affiliated with UBS
Global AM (other than UBS Financial Services Inc. and UBS Global AM itself).
4. Expenses.
During the term of this Agreement, the Sub-Adviser will bear all expenses
incurred by it in connection with its services under this Agreement. The
Sub-Adviser shall not be responsible for any expenses incurred by the Trust,
the Portfolio or UBS Global AM.
5. Compensation.
(a) For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, UBS Global AM, not the Portfolio, will pay to
the Sub-Adviser a fee, computed daily and payable monthly, at an annual rate
of 0.40% of the average daily net assets of the Portfolio or Segment
allocated to its management (computed in the manner specified in the
Management Agreement) and will provide the Sub-Adviser with a schedule
showing the manner in which the fee was computed. If the Sub-Adviser is
managing a Segment, its fees will be based on the value of the assets
of the Portfolio within the Sub-Advisers Segment.
(b) The fee shall be accrued daily and payable monthly to the Sub-Adviser on
or before the last business day of the next succeeding calendar month.
(c) If this Agreement becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case
may be, shall be pro-rated according to the proportion which such period
bears to the full month in that such effectiveness or termination occurs.
6. Limitation Of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolio, the Trust or its
shareholders or by UBS Global AM in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.
(b) In no event will the Sub-Adviser have any responsibility for any other
series of the Trust, for any portion of the Portfolio not managed by the
Sub-Adviser or for the acts or omissions of any other sub-adviser to the
Trust or Portfolio.
In particular, in the event the Sub-Adviser shall manage only a portion of the
Portfolios investments, the Sub-Adviser shall have no responsibility for the
Portfolios being in violation of any applicable law or regulation or
investment policy or restriction applicable to the Portfolio as a whole or
for the Portfolios failing to qualify as a regulated investment company
under the Code, if the securities and other holdings of the Segment of the
Portfolio managed by the Sub-Adviser are such that such Segment would not be
in such violation or fail to so qualify if such Segment were deemed a separate
series of the Trust or a separate regulated investment company under the Code.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
7. Representations of Sub-Adviser.
The Sub-Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will promptly notify UBS Global AM
of the occurrence of any event that would disqualify the Sub-Adviser from
serving as an investment adviser of an investment company pursuant to Section
9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide UBS Global
AM and the Board with a copy of such code of ethics, together with evidence
of its adoption. Within fifteen days of the end of the last calendar quarter
of each year that this Agreement is in effect, the Chief Compliance Officer
of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has
complied with the requirements of Rule 17j-l during the previous year and
that there has been no material violation of the Sub-Advisers code of ethics
or, if such a violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of UBS Global AM, the
Sub-Adviser shall permit UBS Global AM, its employees or its agents to
examine the reports required to be made by the Sub-Adviser pursuant to Rule
17j-l and all other records relevant to the Sub-Advisers code of ethics
as applicable to this Agreement.
(c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV,
as most recently filed with the Securities and Exchange Commission (SEC),
and promptly will furnish a copy of all amendments to UBS Global AM at
least annually.
(d) The Sub-Adviser will notify UBS Global AM of any change of control of the
Sub-Adviser, including any change of its general partners or 25% shareholders
or 25% limited partners, as applicable, and any changes in the key personnel
who are either the portfolio manager(s) of the Portfolio or senior
management of the Sub-Adviser, in each case prior to or promptly after such
change.
(e) The Sub-Adviser agrees that neither it, nor any of its affiliates under
its control, will in any way refer directly or indirectly to its relationship
with the Trust, the Portfolio, UBS Global AM or any of their respective
affiliates in offering, marketing or other promotional materials without the
express written consent of UBS Global AM.
Notwithstanding, the Sub-Adviser is permitted to disclose information
necessary for it to perform its duties under this Agreement to banks,
brokers, dealers and other financial intermediaries.
8. Services Not Exclusive.
The services furnished by the Sub-Adviser hereunder are not to be deemed
exclusive, and except as the Sub-Adviser may otherwise agree in writing, the
Sub-Adviser shall be free to furnish similar services to others so long as
its services under this Agreement are not impaired thereby. Nothing in
this Agreement shall limit or restrict the right of any director, officer
or employee of the Sub-Adviser, who may also be a trustee, officer or
employee of the Trust, to engage in any other business or to devote his or
her time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.
9. Duration and Termination.
(a) This Agreement shall become effective upon the date first above written,
provided that this Agreement shall not take effect unless it has first been
approved (i) by a vote of a majority of those trustees of the Trust who are
not parties to this Agreement or interested persons of any such party
(Independent Trustees), cast in person at a Meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of the Portfolios
outstanding voting securities, unless UBS Global AM has authority to enter
into this Agreement pursuant to exemptive relief from the SEC without a vote
of the Portfolios outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Agreement shall continue
in effect for two years from its effective date. Thereafter, if not terminated,
this Agreement shall continue automatically for successive periods of twelve
months each, provided that such continuance is specifically approved at least
annually (i) by a vote of a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on such approval, and
(ii) by the Board or by vote of a majority of the outstanding voting
securities of the Portfolio.
(c) Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote
of a majority of the outstanding voting securities of the Portfolio on 30 days
written notice to the Sub-Adviser. This Agreement may also be terminated,
without the payment of any penalty, by UBS Global AM: (i) upon 120 days
written notice to the Sub-Adviser; (ii) upon material breach by the Sub-
Adviser of any of the representations, warranties and agreements set forth
in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable
judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its
duties and obligations under this Agreement, including circumstances such as
financial insolvency of the Sub-Adviser or other circumstances that could
adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement
at any time, without the payment of any penalty, on 120 days written notice
to UBS Global AM. This Agreement will terminate automatically in the event of
its assignment or upon termination of the Management Agreement, as it relates
to this Portfolio.
10. Amendment of this Agreement.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver, discharge or
termination is sought. To the extent required by applicable law, no
amendment of thisAgreement shall be effective until approved (i) by a
vote of a majority of the Independent Trustees, and (ii) if the terms of
this Agreement shall have changed, by a vote of a majority of the Portfolios
outstanding voting securities (except in the case of (ii), pursuant to the
terms and conditions of the SEC order permitting it to modify the Agreement
without such vote).
11. Governing Law.
This Agreement shall be construed in accordance with the 1940 Act and the
laws of the State of New York, without giving effect to the conflicts of
laws principles thereof. To the extent that the applicable laws of the
State of New York conflict with the applicable provisions of the 1940 Act,
the latter shall control.
12. Miscellaneous.
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used
in this Agreement, the terms majority of the outstanding voting
securities, affiliated person, interested person, assignment, broker,
investment adviser, net assets, sale, sell and security shall have the
same meanings as such terms have in the 1940 Act, subject to such
exemption as may be granted by the SEC by any rule, regulation or order.
Where the effect of a requirement of the federal securities laws
reflected in any provision of this Agreement is made less restrictive
by a rule, regulation or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order. This Agreement may be signed in counterpart.
13. Notices.
Any notice herein required is to be in writing and is deemed to have been
given to the Sub-Adviser or UBS Global AM upon receipt of the same at their
respective addresses set forth below. All written notices required or
permitted to be given under this Agreement will be delivered by personal
service, by postage mail return receipt requested or by facsimile machine
or a similar means of same delivery which provides evidence of receipt
(with a confirming copy by mail as set forth herein). All notices provided
to UBS Global AM will be sent to the attention of the General Counsel, UBS
Global Asset Management (Americas) Inc., 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000. All notices provided to the Sub-Adviser
will be sent to the attention of Copper Rock Capital Partners, LLC, 000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attn: Director of Client
Service. Xxxxxx Xxxxx
In witness whereof, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year
first above written.
Attest:
UBS Global Asset Management (Americas) Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
By: /s/Xxxx Xxxxxx
By: /s/Xxxxxx Xxx
Name: Xxxx Xxxxxx
Name: Xxxxxx Xxx
Title: Director
Title: Executive Director
Copper Rock Capital Partners, LLC
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
By: /s/Xxxxxx Xxxxx
By: /s/Xxxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Director of Client Services
Title: COO
Exhibit 77(I)
For period ending January 31, 2012
File number 811-8764
XXXX SELECT ADVISORS TRUST
AMENDED AND RESTATED MULTIPLE CLASS PLAN
PURSUANT TO RULE 18f-3
PACE Select Advisors Trust ("Fund") hereby adopts this Amended and
Restated Multiple Class Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended ("1940 Act"), on behalf of its current
series (each referred to hereinafter as a "Series"), for which the board
of trustees ("Board") has established Class A, Class C, Class P and/or
Class Y shares, and any series for which the Board in the future
establishes Class A, Class C, Class P and/or Class Y shares.
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED. Class A, Class C,
Class P and Class Y shares have the general characteristics described
below. Each class of shares is described in greater detail in the Fund's
Registration Statement. The term "Registration Statement" shall mean the
currently effective Registration Statement of the Fund, and any supplements
thereto, under the Securities Act of 1933, as amended, and the 1940 Act,
as such Registration Statement may be amended or supplemented from time to
time. The description below sets out the maximum initial sales charges,
contingent deferred sales charges ("CDSCs"), 12b-1 service fees and 12b-1
distribution fees for each class of shares. These charges and fees may be
lower for types of Series or individual Series, as described in the
Registration Statement. Initial sales charges and CDSCs will be waived or
reduced for the types of investors or under the circumstances described in
the Registration Statement.
1. CLASS A SHARES. Class A shares are sold to the general public
subject to an initial sales charge. The maximum initial sales charge is
5.5% of the public offering price.
Class A shares are subject to a service fee at the annual rate of up
to 0.25% of their average daily net assets, paid pursuant to a plan of
distribution adopted in accordance with Rule 12b-1 under the 1940 Act.
Class A shares held less than one year are subject to a CDSC upon
redemption if the Class A shares were purchased without an initial sales
charge due to an initial sales charge waiver for large purchases.
The maximum Class A CDSC is equal to 1% of the lower of: (i) the net asset
value of the shares at the time of purchase or (ii) the net asset value of
the shares at the time of redemption. Class A shares held one year or more
or acquired through reinvestment of dividends or capital gains
distributions are not subject to the CDSC.
2. CLASS C SHARES. Class C shares are sold to the general public
withoutimposition of an initial sales charge but Class C shares held less
than one year are subject to a CDSC upon redemption. The maximum CDSC for
Class C shares is equal to 1% for equity funds (0.75% for fixed income
funds) of the lower of: (i) the net asset value of the shares at the time
of purchase or (ii) the net asset value of the shares at the time of
redemption. Class C shares held for one year or more or acquired through
reinvestment of dividends or capital gains distributions are not subject
to the CDSC.
Class C shares are subject to a service fee at the annual rate of up
to 0.25% of their average daily net assets and a distribution fee at the
annual rate of up to 0.75% of their average daily net assets. These service
and distribution fees are paid pursuant to a plan of distribution adopted
in accordance with Rule 12b-1 under the 1940 Act.
3. CLASS P SHARES. Class P shares are sold without imposition of an
initial sales charge or CDSC and are not subject to any service or
distribution fees. Class P shares are available for purchase only by
participants in the PACE(SM) Program and to other types of investors
described in the Registration Statement.
4. CLASS Y SHARES. Class Y shares are sold without imposition of an
initial sales charge or CDSC and are not subject to any service or
distribution fees. Class Y shares are available for purchase only by the
types of investors described in the Registration Statement.
B. EXPENSE ALLOCATIONS OF EACH CLASS:
Certain expenses of a Series may be attributable to a particular class
of its shares ("Class Expenses"). Class Expenses are charged directly to
the net assets of that class and, thus, are borne on a pro rata basis by
the outstanding shares of that class.
In addition to the distribution and service fees described above, each
class may also pay a different amount of the following other expenses:
(1) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses, and
proxies to current shareholders of a specific class;
(2) Blue Sky fees incurred by a specific class of shares;
(3) SEC registration fees incurred by a specific class of shares;
(4) expenses of administrative personnel and services required to
support the shareholders of a specific class of shares;
(5) Board members' fees incurred as a result of issues relating to a
specific class of shares;
(6) litigation expenses or other legal expenses relating to a specific
class of shares; and
(7) transfer agent fees identified as being attributable to a specific
class.
C. EXCHANGE PRIVILEGES:
Class A, Class C and Class P shares of a Series may be exchanged for
the corresponding class or sub-class of shares of other participating Family
Funds or may be acquired through an exchange of shares of the corresponding
class of those funds. ("Family Funds" include other Series of the Fund, UBS
Funds and other funds for which UBS Global AM serves as principal
underwriter.) Class Y shares are not exchangeable. Shares of one class
may be exchanged for shares of another class of the same Series under
the circumstances described in the Registration Statement.
These exchange privileges may be modified or terminated by a Series,
and exchanges may only be made into Family Funds that are legally
registered for sale in the investor's state of residence.
D. CLASS DESIGNATION:
Subject to approval by the Board, a Series may alter the nomenclature
for the designations of one or more of its classes of shares.
E. ADDITIONAL INFORMATION:
This Multiple Class Plan is qualified by and subject to the terms of the
Fund's Registration Statement; provided, however, that none of the terms set
forth in the Registration Statement shall be inconsistent with the terms of
the classes contained in this Plan. The Registration Statement contains
additional information about the classes and each Series' multiple class
structure.
F. DATE OF EFFECTIVENESS:
This Multiple Class Plan is effective as of the date hereof, provided
that this Plan shall not become effective with respect to any Series unless
such action has first been approved by the vote of a majority of the Board
and by vote of a majority of those Board members who are not interested
persons of the Fund.
January 3, 2012
