EXHIBIT (e)(i)
PRINCIPAL UNDERWRITING AGREEMENT
FORTIS SERIES FUND, INC. (the "Company")
on behalf of:
Fortis High Yield Portfolio
Fortis Asset Allocation Portfolio
Fortis Capital Appreciation Portfolio
Fortis Value Fund
Fortis Growth & Income Fund
Fortis Capital Fund
Fortis Growth Fund
Fortis U.S. Government Securities Fund
Fortis Strategic Income Fund
Fortis Money Fund
Fortis Tax-Free National Portfolio
Fortis Tax-Free Minnesota Portfolio
Fortis Global Growth Portfolio
Fortis International Equity Portfolio
November 30, 2001
Hartford Investment Financial Services, LLC
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Underwriting Agreement
Ladies and Gentlemen:
The Company is a Maryland corporation registered as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act") and has
shares of capital stock (hereinafter the "Shares") representing interests in
investment portfolios of the Company hereto (individually the "Fund" and
collectively the "Funds") which are registered under the Securities Act of 1933,
as amended (the "1933 Act") and securities acts of various states and
jurisdictions. In addition, each Fund offers multiple classes of shares that
vary with regard to sales charges and other characteristics. The specific
characteristics of the current classes offered by each Fund are set forth on
Schedule A that is attached to this Agreement.
You have informed us that your company, Hartford Investment Financial
Services Company ("HIFSCO"), is registered as a broker-dealer under the
provisions of the Securities Exchange Act of 1934 (the "1934 Act") and that
HIFSCO is a member in good standing of the National Association of Securities
Dealers, Inc. You have indicated your desire to become the exclusive selling
agent and principal underwriter for the Company. We have been authorized to
execute and deliver this Agreement to you, which Agreement has been approved by
a vote of a majority of the Company's directors (the "Directors") who are not
parties to such Agreement or "interested persons" of any party thereto, cast in
person at a meeting called for the purpose of voting on the Approval of this
Agreement.
1. Appointment of Underwriter. Upon the execution of this Agreement and in
consideration of the agreements on your part herein expressed and upon the terms
and conditions set forth herein, we hereby appoint you as the exclusive sales
agent for distribution of the Shares (other than sales made directly by the
Company without sales charge) and agree that we will deliver to you such shares
as you may sell. You agree to use your best efforts to promote the sale of the
Shares, but you are not obligated to sell any specific number of the Shares.
2. Independent Contractor. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind the Company by your actions, conduct, or contracts,
except that you are authorized to accept orders for the purchase or repurchase
of the Shares as our agent. You may appoint sub-agents or distribute the Shares
through dealers (or otherwise) as you may determine necessary or desirable from
time to time. This Agreement shall not, however, be construed as authorizing any
dealer or other person to accept orders for sale or repurchase on our behalf or
to otherwise act as our agent for any purpose.
3. Offering Price. Shares shall be offered for sale at a price equivalent
to their net asset value plus, as appropriate, a variable percentage of the
public offering price as a sales load, as set forth in the Company's Prospectus
for the Shares, as amended from time to time. On each business day on which the
New York Stock Exchange is open for business, we will furnish you with the net
asset value of the Shares, which shall be determined and become effective as of
the close of business of the New York Stock Exchange on that day. The net asset
value so determined shall apply to all orders for the purchase of the Shares
received by dealers prior to such determination, and you are authorized in your
capacity as our agent to accept orders and confirm sales at such net asset
value; provided that, such dealers notify you of the time when they received the
particular order and that the order is placed with you prior to your close of
business on the day on which the applicable net asset value is determined. To
the extent that our Shareholder Servicing and Transfer Agent (collectively
"Agent") and the Custodian(s) for any pension, profit-sharing, employer or
self-employed plan receive payments on behalf of the investors, such Agent and
Custodian(s) shall be required to record the time of such receipt with respect
to each payment, and the applicable net asset value shall be that which is next
determined and effective after the time of receipt by them. In all events, you
shall forthwith notify all of the dealers comprising your selling group and the
Agent and Custodian(s) of the effective net asset value as received from us.
Should we at any time calculate our net asset value more frequently than once
each business day, you and we will follow procedures with respect to such
additional price or prices comparable to those set forth above in this Section
3.
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4. Sales Commission. (a) On the sale of certain classes of Shares you shall
be entitled to charge a front end sales charge in the amount set forth in the
Company's Prospectus and Statement of Additional Information (including any
supplements or amendments thereto) then in effect under the 1933 Act and the
1940 Act. Such commission (subject to any quantity or other discounts or
eliminations of commission as set forth in our then currently effective
Prospectus) shall be an amount mutually agreed upon by the Company and HIFSCO
and shall be equal to the difference between the net asset value and the public
offering price of the Shares.
(b) In connection with the sale of certain classes of shares, a
contingent deferred sales charge will be imposed in the event of a
redemption transaction occurring within a certain period of time following
such a purchase, as described in the Company's Prospectus and Statement of
Additional Information (including any supplements or amendments thereto)
then in effect under the 1933 Act and the 1940 Act.
(c) The front end sales charge, if any, for any class of shares may,
at the discretion of a Fund and HIFSCO, be increased, reduced or eliminated
as permitted by the 1940 Act, and the rules and regulations thereunder, as
they may be amended from time to time, or as set forth elsewhere in this
Agreement, provided that, if necessary, such increase, reduction or
elimination shall be set forth in the Prospectus for such class and
provided that the Funds shall in no event receive for any shares sold an
amount less than the net asset value thereof. In addition, any contingent
deferred sales charge for any class may, at the discretion of the Funds and
HIFSCO, be increased, reduced or eliminated in accordance with the terms of
an exemptive order received from, or any applicable rule or rules
promulgated by, the Securities and Exchange Commission by the Funds,
provided such increase, reduction or elimination shall be set forth in the
Prospectus for such class.
(d) In addition, in accordance with the distribution plans adopted
pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans") for
certain classes of Shares, you will be entitled to be paid a trail
commission as set forth in the Prospectus and mutually agreed to by the
Company and HIFSCO from time to time.
(e) You may allow appointed sub-agents or dealers such commissions or
discounts (not exceeding the total sales commission) as you shall deem
advisable, so long as any such commissions or discounts are set forth in
the Company's then current Prospectus, to the extent required by the
applicable federal and state securities laws.
5. Payment for Shares. At or prior to the time of delivery of any of our
Shares you will pay or cause to be paid to the Custodian, for our account, an
amount in cash equal to the net asset value of such Shares. In the event that
you pay for shares sold by you prior to your receipt of payment from purchasers,
you are authorized to reimburse yourself for the net asset value of such Shares
from the offering price of such Shares when received by you.
6. Registration of Shares. No Shares shall be registered on our books until
(i) receipt by us of your written request therefor; (ii) receipt by the
Custodian and Agent of a certificate signed by an officer of the Company stating
the amount to be received therefor; and (iii) receipt of payment of that amount
by the Custodian. We will provide for the recording of all Shares purchased in
unissued form in "book accounts," unless a request in writing for certificates
(if available) is received by the Agent, in which case certificates for Shares
in such names and amounts as is specified in such writing will be delivered by
the Agent, as soon as practicable after registration thereof on the books.
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7. Purchases for Your Own Account. You shall not purchase Shares for your
own account for purposes of resale to the public, but you may purchase Shares
for your own investment account upon your written assurance that the purchase is
for investment purposes only and that the Shares will not be resold except
through redemption by us.
8. Sales Charge Variations. You may sell the Shares at net asset value,
plus a varying sales charge as appropriate, pursuant to a uniform offer
described in the Company's current Prospectus and/or Statement of Additional
Information, provided that, such sales are made in accordance with the rules and
regulations under the 1940 Act. Such net asset value sales and/or varying sales
charges can be offered to affiliates of the Funds, HIFSCO and the Funds'
investment managers so long as the conditions expressed above in this paragraph
are satisfied.
9. Allocation of Expenses. (a) We will pay the following expenses in
connection with the sales and distribution of Shares of the Company:
(i) expenses pertaining to the preparation of our audited and certified
financial statements to be included in any amendments ("Amendments") to our
Registration Statements under the 1933 Act, including the Prospectuses and
Statements of Additional Information included therein;
(ii) expenses pertaining to the preparation (including legal fees) and
printing of all Amendments or supplements filed with the Securities and
Exchange Commission, including the copies of the Prospectuses and
Statements of Additional Information included in the Amendments and the
first ten (10) copies of the definitive Prospectuses and Statements of
Additional Information or supplements thereto, other than those
necessitated by or related to your (including your "Parent") activities
where such amendments or supplements result in expenses which we would not
otherwise have incurred;
(iii) expenses pertaining to the preparation, printing, and distribution of
any reports or communications, including Prospectuses and Statements of
Additional Information, which are sent to our existing shareholders; and
(iv) filing and other fees to federal and state securities regulatory
authorities necessary to register and maintain registration of the Shares.
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(b) Except to the extent that you are entitled to reimbursement under
the provisions of any of the Distribution Plans for the Company, you will
pay the following expenses:
(i) expenses of printing additional copies of the Prospectuses and
Statement of Additional Information and any amendments or supplements
thereto which are necessary to continue to offer our shares to the
public;
(ii) expenses pertaining to the preparation (excluding legal fees) and
printing of all amendments and supplements to our Registration
Statements if the Amendment or supplement arises from or is
necessitated by or related to your (including your "Parent")
activities where those expenses would not otherwise have been incurred
by us; and
(iii) expenses pertaining to the printing of additional copies, for
use by you as sales literature, of reports or other communications
which have been prepared for distribution to our existing shareholders
or incurred by you in advertising, promoting and selling our Shares to
the public.
10. Furnishing of Information. We will furnish to you such information with
respect to our Company and its Shares, in such form and signed by such of our
officers as you may reasonably request, and we warrant that the statements
therein contained when so signed will be true and correct. We will also furnish
you with such information and will take such action as you may reasonably
request in order to qualify our Shares for sale to the public under the Blue Sky
Laws or in jurisdictions in which you may wish to offer them. We will furnish
you at least annually with audited financial statements of our books and
accounts certified by independent public accountants, and with such additional
information regarding our financial condition, as you may reasonably request
from time to time.
11. Conduct of Business. Other than currently effective Prospectuses and
Statements of Additional Information, you will not issue any sales material or
statements except literature or advertising which conforms to the requirements
of federal and state securities laws and regulations and which have been filed,
where necessary, with the appropriate regulatory authorities. You will furnish
us with copies of all such material prior to their use and no such material
shall be published if we shall reasonably and promptly object.
You shall comply with the applicable federal and state laws and regulations
where our Shares are offered for sale and conduct your affairs with us and with
dealers, brokers, or investors in accordance with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc.
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12. Redemption or Repurchase within Seven Days. If Shares are tendered to
us for redemption or are repurchased by us within seven (7) business days after
your acceptance of the original purchase order for such shares, you will
immediately refund to us the full amount of any sales commission (net of
allowances to dealers or brokers) allowed to you on the original sale, and will
promptly, upon receipt thereof, pay to us any refunds from dealers or brokers of
the balance of sales commissions reallowed by you. We shall notify you of such
tender for redemption within ten (10) days of the day on which notice of such
tender for redemption is received by us.
13. Other Activities. Your services pursuant to this Agreement shall not be
deemed to be exclusive, and you may render similar services and act as an
underwriter, distributor or dealer for other investment companies in the
offering of their shares.
14. Term of Agreement. This Agreement shall become effective on the date of
its execution and shall remain in effect for a period of two (2) years from the
date of this Agreement. This Agreement shall continue annually thereafter for
successive one (1) year periods if approved at least annually (i) by a vote of a
majority of the outstanding voting securities of the Company or by a vote of the
Directors of the Company, and (ii) by a vote of a majority of the Directors of
the Company who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on this
Agreement.
15. Termination. This Agreement: (i) may be terminated at any time without
the payment of any penalty, either by vote of the Directors of the Company or by
a vote of a majority of the outstanding voting securities of the Company, on
sixty (60) days' written notice to you; (ii) shall terminate immediately in the
event of its assignment; and (iii) may be terminated by you on sixty (60) days'
written notice to us.
16. Suspension of Sales. We reserve the right at all times to suspend or
limit the public offering of the Shares upon written notice to you, and to
reject any order in whole or in part.
17. Miscellaneous. This Agreement shall be subject to the laws of the State
of Connecticut and shall be interpreted and construed to further and promote the
operation of the Company as an open-end investment company. As used herein, the
terms "Net Asset Value," "Offering Price," "Investment Company," "Open-End
Investment Company," "Assignment," "Principal Underwriter," "Interested Person,"
and "Majority of the Outstanding Voting Securities," shall have the meanings set
forth in the 1933 Act and the 1940 Act, as applicable, and the rules and
regulations promulgated thereunder.
18. Indemnification. HIFSCO agrees to indemnify each Fund against any and
all litigation and other legal proceedings of any kind or nature against any
liability, judgment, cost or penalty imposed as a result of such litigation or
proceedings in any way arising out of or in connection with the sale or
distribution of the shares of the Fund by HIFSCO. In the event of the threat or
institution of any such litigation or legal proceedings against a Fund, HIFSCO
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shall defend such action on behalf of the Fund at its own expense, and shall pay
any such liability, judgment, cost or penalty resulting therefrom, whether
imposed by legal authority or agreed upon by way of compromise and settlement:
provided, however, HIFSCO shall not be required to pay or reimburse the Fund for
any liability, judgment, cost or penalty incurred as a result of information
supplied by, or as a result of the omission to supply information by, the Fund
to HIFSCO, or to HIFSCO by a director, officer, or employee of the Fund who is
not an interested person of HIFSCO, unless the information so supplied or
omitted was available to HIFSCO or the Fund's investment adviser without
recourse to the Fund or any such interested person of the Fund.
19. Liability. Nothing contained herein shall be deemed to protect you
against any liability to us or to our shareholders to which you would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
If the foregoing meets with your approval, please acknowledge your
acceptance by signing below whereupon this shall constitute a binding agreement
as of the date first above written.
Very truly yours,
FORTIS SERIES FUND, INC.
on behalf of:
Fortis High Yield Portfolio
Fortis Asset Allocation Portfolio
Fortis Capital Appreciation Portfolio
Fortis Value Fund
Fortis Growth & Income Fund
Fortis Capital Fund
Fortis Growth Fund
Fortis U.S. Government Securities Fund
Fortis Strategic Income Fund
Fortis Money Fund
Fortis Tax-Free National Portfolio
Fortis Tax-Free Minnesota Portfolio
Fortis Global Growth Portfolio
Fortis International Equity Portfolio
By: /s/ Xxxxx X. Xxxxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Its: President
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Agreed to and Accepted:
Hartford Investment Financial Services, LLC
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Its: Executive Vice President
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EXHIBIT A
FUND BY FUND SPECIFICATIONS OF THE
FORTIS MULTIPLE CLASS SHARES STRUCTURE
ASSET ALLOCATION PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
HIGH YIELD PORTFOLIO
Summary: Each Advantage Portfolio will have four classes of shares:
Class A, Class B, Class H, and Class C. In addition, Asset
Allocation Portfolio has Class Z shares.
Specifics: The Multiple Class Shares Structure for the four portfolios
of this Fund is, except to the extent indicated below, identical.
CLASS A SHARES
Front End Sales Charge ("FESC"): 4.5% on High Yield and Government Total Return
and 4.75% on Asset Allocation and Capital Appreciation (With breakpoints on
sales of $100,000 or more.)
Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)
Contingent Deferred Sales Charge ("CDSC"): None (Except for sales of $1,000,000
or more which are subject to a CDSC, but not a FESC - the "Million Dollar NAV
Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: Asset Allocation Portfolio .45%
Capital Appreciation Portfolio .45%
High Yield Portfolio .35%
Trail Commission: Asset Allocation Portfolio .25% (.45%*)
Capital Appreciation Portfolio .25% (.45%*)
High Yield Portfolio .25% (.35%*)
* The higher Trail Commission amount is paid when the aggregate current value of
the portfolio accounts for the Dealer's customers exceeds $1,000,000.
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CLASS B/CLASS H SHARES
Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.
FESC: None
Dealer Concession: 4.0% (5-1/4% on Class H)
CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)
Conversion to Class A: Year 9
Total 12b-1 Fees: 1.0%
Trail Commission: .25% (No Trail Commission on Class H shares)
CLASS C SHARES
FESC: None
Dealer Concession: 1.0%
CDSC: 1% for 1 year
Conversion to A: None
Total 12b-1 Fees: 1.0%
Trail Commission: 1.0% (Beginning in Year 2)
3
CLASS Z SHARES
FESC: None
Dealer Concession: None
CDSC: None
Conversion to A: None
Total 12b-1 Fees: None
Trail Commission: None
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FORTIS CAPITAL FUND
FORTIS VALUE FUND
FORTIS GROWTH & INCOME FUND
Summary: Fortis Capital Fund, Fortis Value Fund and Fortis Growth &
Income Fund will have four classes of shares: Class A, Class B,
Class H and Class C.
Specifics:
CLASS A SHARES
FESC: 4.75% (With breakpoints on sales of $100,000 or more)
Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)
CDSC: None (Except for sales of $1,000,000 or more, which are subject to a
CDSC but not a FESC - the "Million Dollar NAV Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: .25%
Trail Commission: .25%
CLASS B/CLASS H SHARES
Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.
FESC: None
Dealer Concession: 4.0% (5-1/4% on Class H)
CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)
Conversion to Class A: Year 9
Total 12b-1 Fees: 1.0%
Trail Commission: .25% (No Trail Commission on Class H shares)
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CLASS C SHARES
FESC: None
Dealer Concession: 1.0%
CDSC: 1% for 1 year
Conversion to A: None
Total 12b-1 Fees: 1.0%
Trail Commission: 1.0% (Beginning in Year 2)
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GROWTH FUND
Summary: Fortis Growth Fund will have five classes of shares: Class A, Class
B, Class H, Class C and Class Z.
Specifics:
CLASS A SHARES
FESC: 4.75% (With breakpoints on sales of $100,000 or more)
Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)
CDSC: None (Except for sales of $1,000,000 or more, which are subject to a
CDSC but not a FESC - the "Million Dollar NAV Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: .25%
Trail Commission: .25%
CLASS B/CLASS H SHARES
Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.
FESC: None
Dealer Concession: 4.0% (5-1/4% on Class H)
CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)
Conversion to Class A: Year 9
Total 12b-1 Fees: 1.0%
Trail Commission: .25% (No Trail Commission on Class H shares)
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CLASS C SHARES
FESC: None
Dealer Concession: 1.0%
CDSC: 1% for 1 year
Conversion to A: None
Total 12b-1 Fees: 1.0%
Trail Commission: 1.0% (Beginning in Year 2)
CLASS Z SHARES
FESC: None
Dealer Concession: None
CDSC: None
Conversion to A: None
Total 12b-1 Fees: None
Trail Commission: None
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U.S. GOVERNMENT SECURITIES FUND
STRATEGIC INCOME FUND
Summary: U.S. Government Securities Fund will have 5 classes of
shares: Class A, Class B, Class H, Class C and Class E. Strategic
Income Fund will have 4 classes of shares: Class A, Class B,
Class H and Class C.
Specifics:
CLASS A SHARES
FESC: 4.5% (With breakpoints on sales of $100,000 or more)
Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)
CDSC: None (Except for sales of $1,000,000 or more, which are subject to a
CDSC but not a FESC - the "Million Dollar NAV Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: .25%
Trail Commission: .25%
CLASS B/CLASS H SHARES
Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.
FESC: None
Dealer Concession: 4.0% (5-1/4% on Class H)
CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)
Conversion to Class A: Year 9
Total 12b-1 Fees: 1.0%
Trail Commission: .25% (No Trail Commission on Class H shares)
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CLASS C SHARES
FESC: None
Dealer Concession: 1.0%
CDSC: 1% for 1 year
Conversion to A: None
Total 12b-1 Fees: 1.0%
Trail Commission: 1.0% (Beginning in Year 2)
CLASS E SHARES
FESC: 4.5% (With breakpoints on sales of $100,000 or more)
Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)
CDSC: None (Except for sales of $1,000,000 or more, which are subject to a
CDSC, but not a FESC - the "Million Dollar NAV Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: None
Trail Commission: None
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FORTIS MONEY FUND
Summary: Fortis Money Fund will have four classes of shares: Class A,
Class B, Class H and Class C.
Specifics:
CLASS A SHARES
FESC: None
Dealer Concession: None
CDSC: None
Conversion to Class A: Not Applicable
Total 12b-1 Fees: .20%
Trail Commission: .20%
CLASS B/CLASS H SHARES
Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.
FESC: None
Dealer Concession: 4.0% (5-1/4% on Class H)
CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)
Conversion to Class A: Year 9
Total 12b-1 Fees: 1.0%
Trail Commission: .25% (No Trail Commission on Class H shares)
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CLASS C SHARES
FESC: None
Dealer Concession: 1.0%
CDSC: 1% for 1 year
Conversion to A: None
Total 12b-1 Fees: 1.0%
Trail Commission: 1.0% (Beginning in Year 2)
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MINNESOTA PORTFOLIO
NATIONAL PORTFOLIO
Summary: The Fortis Tax-Free Portfolios will have five classes of shares:
Class A, Class B, Class H, Class C, and Class E.
Specifics:
CLASS A SHARES
FESC: 4.5% (With breakpoints on sales of $100,000 or more)
Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)
CDSC: None (Except for sales of $1,000,000 or more, which are subject to a
CDSC but not a FESC - the "Million Dollar NAV Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: .25%
Trail Commission: .25%
CLASS B/CLASS H SHARES
Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.
FESC: None
Dealer Concession: 4.0% (5-1/4% on Class H)
CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)
Conversion to Class A: Year 9
Total 12b-1 Fees: 1.0%
Trail Commission: .25% (No Trail Commission on Class H shares)
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CLASS C SHARES
FESC: None
Dealer Concession: 1.0%
CDSC: 1% for 1 year
Conversion to A: None
Total 12b-1 Fees: 1.0%
Trail Commission: 1.0% (Beginning in Year 2)
CLASS E SHARES
FESC: 4.5% (With breakpoints on sales of $100,000 or more)
Dealer Concession: 4.0% (Which decreases on sales of $100,000 or more)
CDSC: None (Except for sales of $1,000,000 or more, which are subject to a
CDSC, but not a FESC - the "Million Dollar NAV Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: None
Trail Commission: None
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GLOBAL GROWTH PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
Summary: Global Growth Portfolio and International Equity Portfolio will
have four classes of shares: Class A, Class B, Class H and Class C.
Specifics:
CLASS A SHARES
FESC: 4.75% (With breakpoints on sales of $100,000 or more)
Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)
CDSC: None (Except for sales of $1,000,000 or more, which are subject to a
CDSC but not a FESC - the "Million Dollar NAV Program")
Conversion to Class A: Not Applicable
Total 12b-1 Fees: .25%
Trail Commission: .25%
CLASS B/CLASS H SHARES
Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.
FESC: None
Dealer Concession: 4.0% (5-1/4% on Class H)
CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)
Conversion to Class A: Year 9
Total 12b-1 Fees: 1.0%
Trail Commission: .25% (no Trail Commission on Class H shares)
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CLASS C SHARES
FESC: None
Dealer Concession: 1.0%
CDSC: 1% for 1 year
Conversion to A: None
Total 12b-1 Fees: 1.0%
Trail Commission: 1.0% (Beginning in Year 2)
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