Common use of Effectiveness, Continuation, Termination and Amendment Clause in Contracts

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors cast in person at a meeting called on June 9, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting shares. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass C shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding outs▇▇▇▇▇▇▇ Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 915 2006, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9______________, 2011 2001, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of the Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass C Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesC vot▇▇▇ ▇▇▇▇es. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 915, 2011 2006 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 14, 2011 2008 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding utstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 14, 2011 2008, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 94, 2011 1998, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and of its Independent Directors Trustees cast in person at a meeting called on June 9_____________________, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A N voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9May 19, 2011 2010 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A N voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9October 28, 2011 2005 for the purpose of voting on this PlanPlan and replaces the prior Amended and Restated Distribution and Service Plan and Agreement for the Fund's Service Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with Rule 12b-1 under the Rule 1940 Act and thereafter from year to year thereafter or as the Board may otherwise determine but determine, only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesService sh▇▇▇▇. In ▇▇ the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of the Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass N Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding out▇▇▇▇▇▇▇▇ Class A N voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9November 15, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended --------------------------------------------------------- and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9, 2011 and replaces the Fund's prior Distribution and Service Plan and Agreement for the purpose of voting on this PlanClass C shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by a vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding outs▇▇▇▇▇▇▇ Class A C voting shares. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9December 19, 2011 2000, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and of its Independent Directors Trustees cast in person at a meeting called on June 94, 2011 1998, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9, 2011 and replaces the Fund's prior Distribution and Service Plan and Agreement for the purpose of voting on this PlanClass C shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by a vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding outst▇▇▇▇▇▇ Class A C voting shares. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 24, 2011 1999, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass B shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not note be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purposein the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9December 11, 2011 1997, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Asset- Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9April 19, 2011 2006 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the F▇▇▇'▇ ▇▇▇) of the Fund's outstanding tstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9August 21, 2011 2013 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with Rule 12b-1 under the Rule 1940 Act and thereafter from year to year thereafter or as the Board may otherwise determine but determine, only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting Service shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9_______, 2011 1996 for the purpose of voting on this Plan, and shall take effect after approval by Class A shareholders of the Fund. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeShareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1940 Act) of ▇▇▇ ▇▇▇) d's outstanding voting securities of the Fund's outstanding Class A voting sharesClass. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 20, 2011 2008 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A ▇▇▇▇▇ ▇ voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 20, 2011 2008 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's outstan▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A ass C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9October 11, 2011 2006, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A ▇▇▇▇▇ ▇ voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has ------------------------------------------------------- been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding utstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and of the Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass B Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Asset- Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9_______, 2011 1996, for the purpose of voting on this Plan, and shall take effect after approval by Class B shareholders of the Fund. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeB Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1940 Act) of ▇▇▇ ▇▇▇) d's outstanding voting securities of the Fund's outstanding Class A voting sharesClass. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9November 17, 2011 1995, for the purpose of voting on this Plan, and shall take effect on the date first written above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule December 31, 1997 and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeB Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1940 Act) of the Fund's outstanding voting securities of ▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting shares. ▇s. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 922, 2011 1995 for the purpose of voting on this Plan, and shall take effect after approval by Class C shareholders of the Fund, at which time it shall replace the Fund's Plan and Agreement of Distribution for the Shares make as of September 1, 1993. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June October 9, 2011 2003 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding utstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9November 29, 2011 2017 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9April 19, 2011 2006 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting Cl▇▇▇ ▇ ▇▇ting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9October 28, 2011 2005 for the purpose of voting on this PlanPlan and replaces the prior Distribution and Service Plan and Agreement for the Fund's Service Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with Rule 12b-1 under the Rule 1940 Act and thereafter from year to year thereafter or as the Board may otherwise determine but determine, only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting Service shares. In the ▇▇ ▇▇▇ event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass B shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesB vot▇▇▇ ▇▇▇▇es. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9December 5, 2011 2002, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9October 28, 2011 2005 for the purpose of voting on this PlanPlan and replaces the prior Amended and Restated Distribution and Service Plan and Agreement for the Fund's Service Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with Rule 12b-1 under the Rule 1940 Act and thereafter from year to year thereafter or as the Board may otherwise determine but determine, only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesService s▇▇▇▇▇. In ▇n the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of the Independent Directors cast in person at a meeting called on June 9, 2011 and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass C Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by a vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.. ▇▇▇▇▇▇▇▇▇▇▇ Total Return Fund, Inc. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 915 2006, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A C voting sharess▇▇▇▇▇. In ▇n the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 20, 2011 2008 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A ▇▇▇▇▇ ▇ voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 17, 2011 2005 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding utstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 20, 2011 2008 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A outstandin▇ ▇▇▇▇▇ N voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 94, 2011 1998, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Asset- Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9May 19, 2011 2010 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of its Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass N shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding ou▇▇▇▇▇▇▇▇▇ Class A N voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9May 19, 2011 2010 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the 1940 Act) of the Fund’s outstanding Class C v▇▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharesares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9October 26, 2011 1993 for the purpose of voting on this Plan, and takes effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge Carry Forward Expenses and related costs properly incurred in respect of Shares sold prior to the effective date of such termination, and whether the Fund shall continue to make payment to the Distributor in the amount the Distributor is entitled to retain under part (d) of Section 3 hereof, until such time as the Distributor has been reimbursed for all such amounts by the Fund, by retaining CDSC payments, or by a combination of both.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9April 18, 2011 1995 for the purpose of voting on this Plan, and takes effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9September 15, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9November 12, 2011 2013 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with Rule 12b-1 under the Rule 1940 Act and thereafter from year to year thereafter or as the Board may otherwise determine but determine, only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting Service shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 4, 2011 1997 for the purpose of voting on this Plan, and shall take effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, Plan without approval of the Class A Shareholders at a meeting called for that purposeB Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding outst▇▇▇▇▇▇ Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9December 10, 2011 1998, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9March 16, 2011 1995 for the purpose of voting on this Plan, and takes effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 928, 2011 1994 for the purpose of voting on this Plan, and takes effect as of October 1, 1994. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeB Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge Carry Forward Expenses and related costs properly incurred in respect of Shares sold prior to the effective date of such termination, and whether the Fund shall continue to make payment to the Distributor in the amount the Distributor is entitled to retain under part (d) of Section 3 hereof, until such time as the Distributor has been reimbursed for all such amounts by the Fund, by retaining CDSC payments, or by a combination of both.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9October 28, 2011 2005 for the purpose of voting on this PlanPlan and replaces the prior Amended and Restated Distribution and Service Plan and Agreement for the Fund's Service Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with Rule 12b-1 under the Rule 1940 Act and thereafter from year to year thereafter or as the Board may otherwise determine but determine, only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesService shar▇▇. In the ▇▇ ▇he event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors cast in person at a meeting called on June 9, 2011 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "“majority" ” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A voting shares. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9November 14, 2011 2007 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 922, 2011 1995, for the purpose of voting on this Plan, and shall take effect after approval by Class B shareholders of the Fund, at which time it shall replace the Fund's Amended and Restated Distribution and Plan adopted as of December 23, 1994 and the Amended and Restated Distribution Agreement for the Shares dated December 23, 1994. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeB Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and of the Independent Directors Trustees cast in person at a meeting called on June 9December 11, 2011 1997, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Asset- Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 24, 2011 1999, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's outstan▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A ass B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 16, 2011 2007 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A B voting sharessh▇▇▇▇. In ▇▇ the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of its Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass C shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesC v▇▇▇▇▇ ▇▇ares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 29, 2011 2007 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding utstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of the Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass N Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. continuance This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesN ▇▇▇▇▇▇ ▇hares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 915, 2011 2006 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A B voting sharess▇▇▇▇▇. In ▇n the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9October 11, 2011 2006 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A ▇▇▇▇▇ B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 4, 2011 1997, for the purpose of voting on this Plan, and shall take effect after being approved by Class B shareholders of the Fund. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine thereafter, but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purposein the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9August 20, 2011 2013 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with Rule 12b-1 under the Rule 1940 Act and thereafter from year to year thereafter or as the Board may otherwise determine but determine, only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting Service shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of the Independent Directors cast in person at a meeting called on June 9, 2011 and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass B Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Asset- Based Sales Charge in respect of Shares sold prior to the effective date of such termination.. ▇▇▇▇▇▇▇▇▇▇▇ Total Return Fund, Inc. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ---------------------------

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June October 9, 2011 2003, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the F▇▇▇'▇ ▇▇▇) of the Fund's outstanding tstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9May 19, 2011 2010 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A N voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has -------------------------------------------------------- been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9, 2011 for the purpose of voting on this PlanTrustees. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding o▇▇▇▇▇▇▇▇ng Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9August 29, 2011 2007, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 922, 2011 1995, for the purpose of voting on this Plan, and shall take effect after approval by Class B shareholders of the Fund, at which time it shall replace the Fund's Amended and Restated Distribution Plan adopted as of December 23, 1994 and the Amended and Restated Distribution for the Shares dated December 23, 1994. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeB Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇1940 Act) of the Fund's outstanding voting securities of ▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharesss. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9March 14, 2011 2003, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding ▇▇▇▇▇▇▇ding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9October 11, 2011 2006, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A ▇▇▇▇▇ C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the ----------------------------------------------------------- Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 29, 2011 2000, for the purpose of voting on this Plan and further approved by a majority vote of the Class B Shareholders of the Fund at a special meeting held on October 31, 2000 for the purpose of voting to approve this Plan, and shall take effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A ▇▇▇▇▇ B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and of its Independent Directors Trustees cast in person at a meeting called on June 922, 2011 1999, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has --------------------------------------------------------- been approved by a vote of the Independent Directors Trustees cast in person at a meeting called on June 9December 8, 2011 2004 for the purpose of voting on this PlanPlan and shall take effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may be terminated at any time by vote of a majority of the Independent Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's ▇▇▇▇▇▇▇▇ing voting securities of Class A. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeShareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting shares. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such terminationTrustees.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and of the Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass B Shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharesB vot▇▇▇ ▇▇▇▇es. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 17, 2011 2005, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 922, 2011 1999, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9February 28, 2011 1997 for the purpose of voting on this Plan, and shall take effect after approval by Class A shareholders of the Fund. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeShareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9November 14, 2011 2007, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding utstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9December 5, 2011 2002, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9February 26, 2011 1996, for the purpose of voting on this Plan, and takes effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9October 11, 2011 2001, for the purpose of voting on this Plan, and has been approved by the vote of a "majority" (as defined in the 1940 Act) of the Fund's outs▇▇▇▇▇▇▇ Class B voting shares at a meeting held August 11, 2002. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding outst▇▇▇▇▇▇ Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9February 28, 2011 1997, for the purpose of voting on this Plan, and shall take effect after approval by Class B shareholders of the Fund. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeB Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and of the Independent Directors Trustees cast in person at a meeting called on June 9December 11, 2011 1997, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 922, 2011 1995 for the purpose of voting on this Plan, and shall take effect after approval by Class C shareholders of the Fund, at which time it shall replace the Fund's Plan and Agreement of Distribution for the Shares made as of September 1, 1993 as amended February 1, 1995. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's outstanding Class A voting sharessecurities of the Class. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9November 14, 2011 2007 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A B Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the ▇▇▇▇'▇ ▇▇▇) of the Fund's outstanding utstanding Class A B voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9February 4, 2011 1997, for the purpose of voting on this Plan. , and shall take effect as of the date first set forth above, Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine thereafter, but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purposein the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9March 16, 2011 1995 for the purpose of voting on this Plan, and takes effect as of the date first set forth above. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's outsta▇▇▇▇▇ ▇▇▇) ting securities of the Fund's outstanding Class A voting sharesClass. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9May 19, 2011 2010 for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "“majority" ” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund's ’s outstanding Class A C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan Amended and Restated Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 922, 2011 1995 for the purpose of voting on this Plan, and shall take effect after approval by Class C shareholders of the Fund, at which time it shall replace the Fund's Plan and Agreement of Distribution for the Shares made as of September 1, 1993, as amended February 1, 1995. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the Fund's outstanding Class A voting sharessecurities ▇▇ ▇▇▇ Class. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called on June 9November 14, 2011 2007, for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A C Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fu▇▇▇'▇ ▇▇▇) of the Fund's outstanding Class A standing C voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Directors cast in person at a meeting called on June 9_______, 2011 1996 for the purpose of voting on this Plan, and shall take effect after approval by Class C shareholders of the Fund. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year from the date first set forth above or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A Shareholders at a meeting called for that purposeC Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Directors. This Plan may be terminated at any time by vote of a majority of the Independent Directors or by the vote of the holders of a "majority" (as defined in the ▇1940 Act) of ▇▇▇ ▇▇▇) d's outstanding voting securities of the Fund's outstanding Class A voting sharesClass. In the event of such termination, the Board and its Independent Directors shall determine whether the Distributor shall be is entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and of its Independent Directors cast in person at a meeting called on June 9, 2011 Trustees and replaces the Fund's prior Distribution and Service Plan for the purpose of voting on this PlanClass N shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Directors Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class A N Shareholders at a meeting called for that purpose, purpose and all material amendments must be approved by a vote of the Board and of the Independent DirectorsTrustees. This Plan may be terminated at any time by a vote of a majority of the Independent Directors Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's outst▇▇▇▇▇▇ ▇▇▇) of the Fund's outstanding Class A lass N voting shares. In the event of such termination, the Board and its Independent Directors Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.