EXHIBIT (E)(2)
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1, dated this 29th day of February, 2000, amends that
certain Amended and Restated Distribution Agreement, dated as of July 31, 1998,
by and between Principal Preservation Portfolios, Inc. (the "Fund"), a Maryland
corporation, and X.X. Xxxxxxx and Company (the "Distributor"), a Wisconsin
corporation.
WITNESSETH
WHEREAS, the Fund and the Distributor are parties to the Amended and
Restated Distribution Agreement, dated as of July 31, 1998 (the "Distribution
Agreement"), and said parties wish to amend the Distribution Agreement for the
purpose of reflecting that, on May 15, 2000, the Distributor will begin offering
and selling Class C Shares for certain of the Fund's Portfolios.
NOW, THEREFORE, the parties agree as follows:
DEFINITIONS OF TERMS. Except as specifically defined otherwise
in this Amendment No. 1, capitalized terms used herein shall have the meanings
defined for them in the Distribution Agreement.
FRONT-END SALES CHARGE FOR CLASS C SHARES. Paragraph (d) of
Section 2 (Services and Duties of the Distributor) of the Distribution Agreement
shall be amended to read in its entirety as follows:
(d) The offering price of shares of each Portfolio of Common
Stock shall be the net asset value (as defined in the Articles of
Incorporation of the Fund and determined as set forth in the
Prospectus) per share of such Portfolio of the Common Stock next
determined following receipt of an order, plus, in the case of
Class A Shares, Class X Shares and Class C Shares, the applicable
front-end sales charge, if any, determined as set forth in the
Prospectus. The Fund shall furnish the Distributor, with all
possible promptness, an advice of each computation of net asset
value.
COMPENSATION OF THE DISTRIBUTOR. Paragraph (a) of Section 3
(Compensation of the Distributor) of the Distribution Agreement shall be amended
to read in its entirety as follows:
(a) Class A and Class X Shares. The Fund shall pay to the
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Distributor, as compensation for acting as principal
distributor in respect of Class A and Class X Shares of the
Portfolios, the front-end sales charge described in Section
2(d) above. In addition, the Fund shall pay to the
Distributor, as compensation for providing shareholder services
to holders of Class A or Class X Shares of the Portfolios, a
service fee (the "Service Fee") computed at the rates of 0.25%
and 0.15% per annum of such Portfolio's average daily net
assets attributable to its Class A Shares and Class X Shares,
respectively, which service fee will accrue daily and be paid
monthly. The Distributor may allow such concessions or
reallowances to dealers out of the front-end sales charges as
it may from time to time determine, and also may allow all or
any portion of the Service Fee to securities dealers in
consideration of the provision by such securities dealers of
shareholder services to holders of Class A Shares or Class X
Shares.
In addition, the following shall be added as a new paragraph (c) under
Section 3 (Compensation of the Distributor) of the Distribution Agreement:
(b) Class C Shares. As compensation for acting as principal
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Distributor in respect of Class C Shares of the Portfolios, the
Distributor shall be entitled to receive the entire amount of
the front-end sales charge applicable to Class C Shares, as
described in Section 2(d) above. The Fund also shall pay to
the Distributor, as additional compensation for acting as
principal Distributor in respect of the Class C Shares of each
Portfolio, a Distribution Fee computed at the rate of 0.75% per
annum of such Portfolio's average daily net assets attributable
to Class C Shares, which Distribution Fee will accrue daily and
be paid monthly. The Fund also shall pay to the Distributor,
as compensation for providing shareholder services to the
holders of Class C Shares of each Portfolio, a Service Fee
computed at the rate of 0.25% per annum of such Portfolio's
average daily net assets attributable to Class C Shares, which
Service Fee will accrue daily and be paid monthly. The
Distributor may allow such concessions or reallowances of all
or any portion of the front-end sales charge, Distribution Fee
and Service Fee attributable to Class C Shares to securities
dealers in consideration of the provision by such securities
dealers of shareholder services and distribution services with
respect to such Class C Shares.
EFFECT ON DISTRIBUTION AGREEMENT. Except as explicitly provided
in the foregoing, this Amendment No. 1 does not amend or otherwise affect the
terms and conditions of the Distribution Agreement, all of which shall remain in
full force and effect in accordance with, and subject to, the terms thereof.
IN WITNESS WHEREOF, each of the parties to this Amendment No. 1 to the
Distribution Agreement have caused said Amendment No. 1 to be executed by its
duly authorized officer on the date and year first written above.
X.X. XXXXXXX AND COMPANY
By: ------------------------------
[Name of President], President
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
By: ------------------------------
Xxxxxx X. Xxxxxxxxx, President
