Common use of ALLOCATION OF DISTRIBUTION FEE Clause in Contracts

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = A= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B = month B= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = C= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = D= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)) where: A= Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B= Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = : A= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B = month B= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = C= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = D= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B) A = Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B = Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = : A= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B = month B= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = C= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = D= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B) where: A= Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B= Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them. The following relates solely to Class 529-C shares. The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor ("Successor Distributor") in accordance with this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule. Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: : A = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)) where: A = Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: : A = The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)) SCHEDULE D to the Principal Underwriting Agreement ALLOCATION SCHEDULE

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: : A = The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: : A = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B) A = Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B = Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = A= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B = month B= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = C= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = D= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = A= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B = B= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the beginning of such calendar month C = C= The aggregate Net Asset Value of all Class 529-C B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = D= The aggregate Net Asset Value of all Class 529-C B shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)) where: A= Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B= Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = A= The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B = B= The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month C = C= The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = D= The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: A = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B)

ALLOCATION OF DISTRIBUTION FEE. Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: (B + D)/2 where: : A = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month month B = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month C = The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D = The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B) A = Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B = Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them. Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone 800/000-0000, ext. 8 Form Of Selling Group Agreement Ladies and Gentlemen: We have entered into a principal underwriting agreement with each Fund in The American Funds group (Funds) under which we are appointed exclusive agent for the sale of shares. As such agent we offer to sell to you as a member of a Selling Group, shares of the Funds as are qualified for sale in your state, on the terms set forth below. We are acting as an underwriter within the meaning of the applicable rules of the NASD. In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.