3. Shares issued in Classes will be issued subject to, and in accordance with, the terms of Rule 18f-3 under the 1940 Act, including, without limitation:
(a) each Class will have a different arrangement for shareholder services or the distribution of Shares or both, and will pay all of the expenses of that arrangement, as set forth in Exhibit A;
(b) each Class may pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Funds assets, if these expenses are actually incurred in a different amount by that Class, or if the Class receives services of a different kind or to a different degree than other Classes;
(c) each Class will have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement;
(d) each Class will have separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class;
(e) except as otherwise permitted under Rule 18f-3 under the 1940 Act, each Class will have the same rights and obligations as each other Class; and
(f) Shares of one Class may be exchanged, at the shareholders option, for Shares of another class of the Fund (an intra-Fund exchange), if and to the extent an applicable intra-Fund exchange privilege is disclosed in the Funds prospectus as from time to time in effect (together with the Funds statement of additional information as from time to time in effect, the Prospectus) and subject to the terms and conditions (including the imposition or waiver of any sales load, repurchase fee or early withdrawal charge) set forth in the Prospectus, provided that the shareholder requesting the intra-Fund exchange meets the eligibility requirements of the Class into which such shareholder seeks to exchange.
4. Nothing in this Plan will be deemed to require the Fund to take any action contrary to its Amended and Restated Agreement and Declaration of Trust or bylaws, each as amended from time to time, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of the responsibility for and control of the conduct of the affairs of the Fund.
5. This Plan will continue in effect indefinitely unless terminated by a vote of the Board.
6. This Plan may be amended at any time by the Board, provided that any material amendment of this Plan will be effective only upon approval by a vote of the Board, and a majority of the Independent Trustees.
7. This Plan will be construed in accordance with the internal laws of the State of Delaware and the applicable provisions of the 1940 Act.
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