Common use of Distribution Plan Clause in Contracts

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Act by the Trust, having been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees concluded that the rate of compensation to be paid to the Manager by the Fund was fair and not excessive, but that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund to the Manager or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the Fund. The Trustees' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders or policyholders investing in the Fund. B. No additional payments are to be made by the Fund as a result of the Plan other than the payments the Fund is otherwise obligated to make (i) to the Manager pursuant to paragraph 4 of this Agreement, (ii) to the Transfer and Dividend Paying Agents or Custodian, pursuant to their respective Agreements as in effect at any time, and (iii) in payment of any expenses by the Fund in the ordinary course of its respective businesses that may be deemed primarily intended to result in the sale of shares issued by such Fund. However, to the extent any of such other payments by the Fund, to or by the Manager, or to the Fund's Agents, are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan as set forth herein. The cost and activities, the payment of which are intended to be within the scope of the Plan, shall include, but not necessarily be limited to, the following: (a) the costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders investing in the Fund; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional information; (c) the costs of preparation, printing and mailing of any proxy statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements; (e) all fees and expenses relating to the qualification of the Fund and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the Fund's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance; (h) all costs of the preparation and mailing of confirmations of shares sold or redeemed, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the Fund's shares held in accounts for policyholders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: (i) answering client inquiries regarding the Fund;

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Act by the Trust, having been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees concluded that the rate of compensation to be paid to the Manager by the Fund was fair and not excessive, but that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund to the Manager or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the Fund. The Trustees' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders or policyholders investing in the Fund. B. No additional payments are to be made by the Fund as a result of the Plan other than the payments the Fund is otherwise obligated to make (i) to the Manager pursuant to paragraph 4 of this Agreement, (ii) to the Transfer and Dividend Paying Agents or Custodian, pursuant to their respective Agreements as in effect at any time, and (iii) in payment of any expenses by the Fund in the ordinary course of its respective businesses that may be deemed primarily intended to result in the sale of shares issued by such Fund. However, to the extent any of such other payments by the Fund, to or by the Manager, or to the Fund's Agents, are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan as set forth herein. The cost and activities, the payment of which are intended to be within the scope of the Plan, shall include, but not necessarily be limited to, the following: (a) the costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders investing in the Fund; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional information; (c) the costs of preparation, printing and mailing of any proxy statements Statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements; (e) all fees and expenses relating to the qualification of the Fund and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the Fund's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance; (h) all costs of the preparation and mailing of confirmations of shares sold or redeemed, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the Fund's shares held in accounts for policyholders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: (i) answering client inquiries regarding the Fund;

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Act by the Trust, having been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trustees"'), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees concluded that the rate of compensation to be paid to the Manager by the Fund Trust was fair and not excessive, but that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund Trust to the Manager or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the FundTrust and its shareholders or Contract Holders having an interest in the Trust. The Trustees' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund Trust and its shareholders or policyholders Contract Holders investing in the FundTrust. B. No additional payments are to be made by the Fund Trust as a result of the Plan other than the payments the Fund is Trust are otherwise obligated to make (i) to the Manager pursuant to paragraph 4 of this Agreement, (ii) to the its Transfer and Dividend Paying Agents or Custodian, pursuant to their its respective Agreements as in effect at any time, and (iii) in payment of any expenses by the Fund Trust in the ordinary course of its respective businesses business that may be deemed primarily intended to result in the sale of shares issued by such Fundthe Trust. However, to the extent any of such other payments by the FundTrust, to or by the Manager, or to the FundTrust's Agents, are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund Trust within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan as set forth herein. The cost costs and activities, the payment of which are intended to be within the scope of the Plan, shall include, but not necessarily be limited to, the following: (a) the The costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders Contract Holders investing in the FundTrust; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional information; (c) the costs of preparation, printing and mailing of any proxy statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements; (e) all fees and expenses relating to the qualification of the Fund Trust and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the FundTrust's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance; (h) all costs of the preparation and mailing of confirmations of shares sold or redeemed, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the FundTrust's shares held in accounts for policyholders Contract Holders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: (i) answering client inquiries regarding the FundTrust; (ii) assisting clients in changing account designations and addresses; (iii) performing sub-accounting; (iv) establishing and maintaining shareholder or Contract Holder accounts and records; (v) processing purchase and redemption transactions; (vi) providing periodic statements showing a client's account balance and integrating such statements with those of other transactions and balances in the client's other accounts serviced by such firm; (vii) arranging for bank wires; and (viii) such other services as the Trust may request, to the extent such are permitted by applicable statute, rule or regulation. C. The terms and provisions of the Plan are as follows: (a) The Manager shall report to the Board of Trustees of the Trust at least quarterly on payments for any of the activities in subparagraph B of this paragraph 8, and shall furnish the Board of Trustees of the Trust with such other information as the Board may reasonably request in connection with such payments in order to enable the Board to make an informed determination of whether the Plan should be continued. (b) The Plan shall continue in effect for a period of more than one year from the date written below only so long as such continuance is specifically approved at least annually (from the date below) by the Trust's Board of Trustees, including the non-interested Trustees, cast in person at a meeting called for the purpose of voting on the Plan. (c) The Plan may be terminated at any time by vote of a majority of non-interested Trustees or by vote of a majority of the Trust's outstanding voting securities on not more than sixty (60) days' written notice to any other party to the Plan, and the Plan shall terminate automatically in the event of any act that constitutes an assignment of this Management Agreement. (d) The Plan may not be amended to increase materially the amount deemed to be spent for distribution without approval by a majority of the Trust's outstanding shares (as defined by the Act and all material amendments to the Plan shall be approved by the non-interested Trustees cast in person at a meeting called for the purpose of voting on such amendment. (e) So long as the Plan is in effect, the selection and nomination of the Trust's non-interested Trustees shall be committed to the discretion of such non-interested Trustees. (f) Any termination of the Plan shall not terminate this Management Agreement or affect the validity of any of the provisions of this Agreement other than this paragraph 8.

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Act by the Trust, having been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees concluded that the rate of compensation to be paid to the Manager by the each Fund was fair and not excessive, but that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund to the Manager or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the Fund. The Trustees' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the each Fund and its shareholders or policyholders investing in the Fund. B. No additional payments are to be made by the any Fund as a result of the Plan other than the payments the Fund is otherwise obligated to make (i) to the Manager pursuant to paragraph 4 of this Agreement, (ii) to the Transfer and Dividend Paying Agents Agents, Fund Administrator or Custodian, pursuant to their respective Agreements as in effect at any time, and (iii) in payment of any expenses by the Fund in the ordinary course of its respective businesses that may be deemed primarily intended to result in the sale of shares issued by such Fund. However, to the extent any of such other payments by the a Fund, to or by the ManagerManager or its affiliates, or to the Fund's Agents, are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan as set forth herein. The cost and activities, the payment of which are intended to be within the scope of the PlanPlan with respect to each Fund, shall include, but not necessarily be limited to, the following: (a) the costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders investing in the Fund; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional information; (c) the costs of preparation, printing and mailing of any proxy statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements; (e) all fees and expenses relating to the qualification of the Fund and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the Fund's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance; (h) all costs of the preparation and mailing of confirmations of shares sold or redeemed, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the Fund's shares held in accounts for policyholders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: (i) answering client inquiries regarding the Fund;

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Act by the Trust, having been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees concluded that the rate of compensation to be paid to the Manager by the each Fund was fair and not excessive, but that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund to the Manager or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the Fund. The Trustees' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the each Fund and its shareholders or policyholders investing in the Fund. B. No additional payments are to be made by the any Fund as a result of the Plan other than the payments the Fund is otherwise obligated to make (i) to the Manager pursuant to paragraph 4 of this Agreement, (ii) to the Transfer and Dividend Paying Agents Agents, Fund Administrator or Custodian, pursuant to their respective Agreements as in effect at any time, and (iii) in payment of any expenses by the Fund in the ordinary course of its respective businesses that may be deemed primarily intended to result in the sale of shares issued by such Fund. However, to the extent any of such other payments by the a Fund, to or by the ManagerManager or its affiliates, or to the Fund's Agents, are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan as set forth herein. The cost and activities, the payment of which are intended to be within the scope of the PlanPlan with respect to each Fund, shall include, but not necessarily be limited to, the following: (a) the costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders investing in the Fund; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional information; (c) the costs of preparation, printing and mailing of any proxy statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements; (e) all fees and expenses relating to the qualification of the Fund and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the Fund's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance; (h) all costs of the preparation and mailing of confirmations of shares sold or redeemed, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the Fund's shares held in accounts for policyholders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: : (i) answering client inquiries regarding the Fund; (ii) assisting clients in changing account designations and addresses; (iii) performing sub-accounting; (iv) establishing and maintaining shareholder or policyholder accounts and records; (v) processing purchase and redemption transactions; (vi) providing periodic statements showing a client's account balance and integrating such statements with those of other transactions and balances in the client's other accounts serviced by such firm; (vii) arranging for bank wires; and (viii) such other services as the Fund may request, to the extent such are permitted by applicable statute, rule or regulation. C. The terms and provisions of the Plan are as follows: (a) The Manager shall report to the Board of Trustees of the Trust at least quarterly on payments for any of the activities in subparagraph B of this paragraph 8, and shall furnish the Board of Trustees of the Trust with such other information as the Board may reasonably request in connection with such payments in order to enable the Board to make an informed determination of whether the Plan should be continued. (b) The Plan shall continue in effect for a period of more than one year from the date written below only so long as such continuance is specifically approved at least annually (from the date below) by the Trust's Board of Trustees, including the non-interested Trustees, cast in person at a meeting called for the purpose of voting on the Plan. (c) The Plan may be terminated with respect to any Fund at any time by vote of a majority of non-interested Trustees or by vote of a majority of such Fund's outstanding voting securities on not more than sixty (60) days' written notice to any other party to the Plan, and the Plan shall terminate automatically with respect to any Fund in the event of any act that constitutes an assignment of this Management Agreement as to that Fund. (d) The Plan may not be amended to increase materially the amount deemed to be spent for distribution without approval by a majority of each affected Fund's outstanding shares (as defined by the Act) and all material amendments to the Plan shall be approved by the non-interested Trustees cast in person at a meeting called for the purpose of voting on such amendment. (e) So long as the Plan is in effect, the selection and nomination of the Trust's non-interested Trustees shall be committed to the discretion of such non-interested Trustees. (f) Any termination of the Plan shall not terminate this Management Agreement or affect the validity of any of the provisions of this Agreement other than this paragraph 8.

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by the TrustFund, having been approved by a majority of the TrustFund's Board of TrusteesDirectors, including a majority of the Trustees Directors who are not interested persons of the Trust Fund and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trusteesdirectors"), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees Directors concluded that the rate of existing compensation to be paid to the Manager by the Fund was fair and not excessive, but and that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund to the Manager or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the FundFund and its shareholders. The Trusteesdirectors' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders or policyholders investing in shareholders. The Plan has also been approved by a vote of at least a majority of the Fund's outstanding voting securities. B. No additional payments are to be made by the Fund as a result of the Plan other than the payments compensation the Fund is otherwise obligated to make (i) to the Manager pursuant to paragraph 4 of this Agreement, Agreement and (ii) to the Transfer and Dividend Paying Agents or Custodian, its Shareholder Servicing Agent pursuant to their respective Agreements Agreement as in effect at any time, and (iii) in payment of any expenses by the Fund in the ordinary course of its respective businesses that may be deemed primarily intended to result in the sale of shares issued by such Fund. However, to the extent any of such other payments by the Fund, to or by the Manager, Manager or to the Fund's Agents, Shareholder Servicing Agent which are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been be made pursuant to the Plan as set forth herein. The cost and Such activities, the payment of which are intended to be within the scope of the Plan, shall include, but not necessarily be limited to, the following: (a) the costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders investing in the Fundshareholders; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional informationprospectuses; (c) the costs of preparation, printing and mailing of any proxy statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements;. (e) all fees and expenses relating to the qualification of the Fund and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the Fund's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance;. (h) all costs of the preparation and mailing of confirmations of shares sold or redeemedredeemed or share certificates, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the Fund's shares held in accounts for policyholders owned by shareholders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: (i) answering client inquiries regarding the Fund;; (ii) assisting clients in changing dividend options, account designations and addresses; (iii) performing sub-accounting; (iv) establishing and maintaining shareholder accounts and records; (v) processing purchase and redemption transactions; (vi) automatic investment in Fund shares of client cash account balances; (vii) providing periodic statements showing a client's account balance and integrating such statements with those of other transactions and balances in the client's other accounts serviced by such firm; (viii) arranging for bank wires; and (ix) such other services as the Fund may request, to the extent such firms are permitted by applicable statute, rule or regulation. C. The terms and provisions of the Plan are as follows: (a) The Manager shall report to the Board of Directors of the Fund at least quarterly on payments for any of the activities in subparagraph B of this paragraph 8, and shall furnish the Board of Directors of the Fund with such other information as the Board may reasonably request in connection with such payments in order to enable the Board to make an informed determination of whether the Plan should be continued. (b) The Plan shall continue in effect for a period of more than one year from the date written below only so long as such continuance is specifically approved at least annually by the Fund's Board of Directors, including the non-interested directors, cast in person at a meeting called for the purpose of voting on the Plan. (c) The Plan may be terminated at any time by vote of a majority of the non-interested directors or by vote of a majority of the Fund's outstanding voting securities on not more than sixty (60) days' written notice to any other party to the Plan, and shall terminate automatically in the event of any act that constitutes an assignment of this Management Agreement. (d) The Plan may not be amended to increase materially the amount deemed to be spent for distribution without approval by the Fund's shareholders, and all material amendments to the Plan shall be approved by the non-interested directors cast in person at a meeting called for the purpose of voting on such amendment. (e) So long as the Plan is in effect, the selection and nomination of the Fund's non-interested directors shall be committed to the discretion of such non-interested directors.

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Act by the Trust, having been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees concluded that the rate of compensation to be paid to the Manager by the each Fund was fair and not excessive, but that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund to the Manager or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the Fund. The Trustees' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the each Fund and its shareholders or policyholders investing in the Fund. B. No additional payments are to be made by the any Fund as a result of the Plan other than the payments the Fund is otherwise obligated to make (i) to the Manager pursuant to paragraph 4 of this Agreement, (ii) to the Transfer and Dividend Paying Agents Agents, Fund Administrator or Custodian, pursuant to their respective Agreements as in effect at any time, and (iii) in payment of any expenses by the Fund in the ordinary course of its respective businesses that may be deemed primarily intended to result in the sale of shares issued by such Fund. However, to the extent any of such other payments by the a Fund, to or by the ManagerManager or its affiliates, or to the Fund's Agents, are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan as set forth herein. The cost and activities, the payment of which are intended to be within the scope of the PlanPlan with respect to each Fund, shall include, but not necessarily be limited to, the following: (a) the costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders investing in the Fund; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional information; (c) the costs of preparation, printing and mailing of any proxy statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements; (e) all fees and expenses relating to the qualification of the Fund and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the Fund's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance; (h) all costs of the preparation and mailing of confirmations of shares sold or redeemed, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the Fund's shares held in accounts for policyholders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: : (iI) answering client inquiries regarding the Fund;

Distribution Plan. A. The provisions set forth in this paragraph 8 (hereinafter referred to as the "Plan") have been adopted pursuant to Rule 12b-1 under the Act by the Trust, having been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "non-interested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. The Board of Trustees concluded that the rate of compensation to be paid to the Manager Adviser by the Fund was fair and not excessive, but that due solely to the uncertainty that may exist from time to time with respect to whether payments made by the Fund to the Manager Adviser or to other firms may nevertheless be deemed to constitute distribution expenses, it was determined that adoption of the Plan would be prudent and in the best interests of the Fund. The Trustees' approval included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders or policyholders investing in the Fund. B. No additional payments are to be made by the Fund as a result of the Plan other than the payments the Fund is otherwise obligated to make (i) to the Manager Adviser pursuant to paragraph 4 of this Agreement, (ii) to the Transfer and Dividend Paying Agents or Custodian, pursuant to their respective Agreements as in effect at any time, and (iii) in payment of any expenses by the Fund in the ordinary course of its respective businesses that may be deemed primarily intended to result in the sale of shares issued by such Fund. However, to the extent any of such other payments by the Fund, to or by the ManagerAdviser, or to the Fund's Agents, are nevertheless deemed to be payments for the financing of any activity primarily intended to result in the sale of shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan as set forth herein. The cost and activities, the payment of which are intended to be within the scope of the Plan, shall include, but not necessarily be limited to, the following: (a) the costs of the preparation, printing and mailing of all required reports and notices to shareholders or policyholders investing in the Fund; (b) the costs of the preparation, printing and mailing of all prospectuses and statements of additional information; (c) the costs of preparation, printing and mailing of any proxy statements and proxies; (d) all legal and accounting fees relating to the preparation of any such reports, prospectuses, proxies and proxy statements; (e) all fees and expenses relating to the qualification of the Fund and/or its shares under the securities or "Blue Sky" laws of any jurisdiction; (f) all fees under the Securities Act of 1933 and the Act, including fees in connection with any application for exemption relating to or directed toward the sale of the Fund's shares; (g) all fees and assessments of the Investment Company Institute or any successor organization, irrespective of whether some of its activities are designed to provide sales assistance; (h) all costs of the preparation and mailing of confirmations of shares sold or redeemed, and reports of share balances; (i) all costs of responding to telephone or mail inquiries of investors or prospective investors; and (j) payments to dealers, financial institutions, advisers, or other firms, any one of whom may receive monies in respect of the Fund's shares held in accounts for policyholders for whom such firm is the dealer of record or holder of record, or with whom such firm has a servicing relationship. Servicing may include, among other things: (i) answering client inquiries regarding the Fund;