EXHIBIT (E)(6)
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SCHEDULE TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT FOR
GOVERNMENT FUND
S&P 100 PLUS FUND
PSE TECH 100 INDEX FUND
MANAGED GROWTH FUND
CASH RESERVE FUND
DOW XXXXX U.S. HEALTH CARE 100 PLUS FUND
DOW XXXXX U.S. FINANCIAL 100 PLUS FUND
STRATEGIC ALLOCATION FUND
WISCONSIN TAX-EXEMPT FUND
DOW XXXXX DIVIDEND INCOME FUND
(TOGETHER THE "PORTFOLIOS")
ALLOCATION PROCEDURES
The Distributor's Allocable Portion of Distribution Fees, Contingent
Deferred Sales Charges and Shareholder Servicing Fees in respect of Shares of
each Portfolio shall be 100% until such time as the Distributor shall cease to
serve as exclusive distributor of Shares of such Portfolio; thereafter
collections which constitute Contingent Deferred Sales Charges, Asset Based
Sales Charges and Shareholder Servicing Fees related to Shares of each Portfolio
shall be allocated among the Distributor and any successor distributor
("Successor Distributor") in accordance with this Schedule A.
Defined terms used in this Schedule A and not otherwise defined herein
shall have the meaning assigned to them in the above referenced Distribution
Agreement. As used herein the following terms shall have the meanings indicated:
"Commission Share" means in respect of any Portfolio, each Share of
such Portfolio, which is issued under circumstances which would normally give
rise to an obligation of the holder of such Share to pay a Contingent Deferred
Sales Charge upon redemption of such Share (including, without limitation, any
Share of such Portfolio issued in connection with a permitted free exchange) and
any such Share shall continue to be a Commission Share of such Portfolio
EXHIBIT (E)(6)
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prior to the redemption (including a redemption in connection with a permitted
free exchange) or conversion of such Share, even though the obligation to pay
the Contingent Deferred Sales Charge may have expired or conditions for waivers
thereof may exist.
"Date of Original Issuance" means in respect of any Commission Share,
the date with reference to which the amount of the Contingent Deferred Sales
Charge payable on redemption thereof, if any, is computed.
"Free Share" means, in respect of any Portfolio, each Share of such
Portfolio, other than a Commission Share or Omnibus Share (including, without
limitation, any Share issued in connection with the reinvestment of dividends or
capital gains).
"Inception Date" means in respect of any Portfolio, the first date on
which such Portfolio issued Shares.
"Net Asset Value" means, (i) with respect to any Portfolio, as of the
date any determination thereof is made, the net asset value of such Portfolio
computed in the manner such value is required to be computed by such Portfolio
in its reports to its shareholders, and (ii) with respect to any Share of such
Portfolio as of any date, the quotient obtained by dividing: (A) the net asset
value of such Portfolio (as computed in accordance with clause (i) above)
allocated to Shares of such Portfolio (in accordance with the constituent
documents for such Portfolio) as of such date, by (B) the number of Shares of
such Portfolio outstanding on such date.
"Omnibus Share" means, in respect of any Portfolio, a commission share
sold by one of the Selling Agents listed on Exhibit I or related free share
issued in connection with the reinvestment of dividends or capital gains for
such share. If, subsequent to closing of the Program, the Distributor and its
Transferees reasonably determine that the Transfer Agent is able provide
information to track all commission shares sold by any of the Selling Agents
listed on Exhibit I (and related free shares in the same manner as Commission
Shares and Free Shares are currently tracked in respect of Selling Agents not
listed on Exhibit I, then Exhibit I shall be amended to delete such Selling
Agent from Exhibit I so that commission shares sold by such Selling Agent (and
related free shares) will no longer be treated as Omnibus Shares.
PART I: ATTRIBUTION OF SHARES
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Shares of each Portfolio, which are outstanding from time to time,
shall be attributed to the Distributor and each Successor Distributor in
accordance with the following rules;
(1) Commission Shares:
(a) Commission Shares which are not Omnibus Shares attributed
to the Distributor shall be Commission Shares which are not Omnibus Shares the
Date of Original Issuance of which occurred on or after the Inception Date of
such Portfolio and on or prior to the date the Distributor ceased to be the
exclusive distributor of Shares of such Portfolio.
(b) Commission Shares which are not Omnibus Shares
attributable to each successor Distributor shall be Commission Shares which are
not Omnibus Shares, the Date of Original Issuance of which occurs after the date
such Successor Distributor became the exclusive
distributor of Shares of such Portfolio and on or prior to the date such
Successor Distributor ceased to be the exclusive Distributor of Shares of the
Fund.
(c) A Commission Share which is not an Omnibus Share of a
particular Portfolio (the "Issuing Portfolio") issued in consideration of the
investment of proceeds of the redemption of a Commission Share which is not an
Omnibus Share of another Portfolio (the "Redeeming Portfolio") in connection
with a permitted free exchange, is deemed to have a Date of Original Issuance
identical to the Date of Original Issuance of the Commission Share of the
Redeeming Portfolio and any such Commission Share will be attributed to the
Distributor or Successor Distributor based upon such Date of Original Issuance
in accordance with rules (a) and (b) above.
(d) A Commission Share which is not an Omnibus Share redeemed
(other than in connection with a permitted free exchange) or converted to a
Class A share is attributable to the Distributor or Successor Distributor based
upon the Date of Original Issuance in accordance with rule (a), (b) and (c)
above.
(2) Free Shares:
Free Shares which are not Omnibus Shares of a Portfolio outstanding on
any date shall be attributed to the Distributor or Successor Distributor, as the
case may be, in the same proportion that the Commission Shares which are not
Omnibus Shares of such Portfolio outstanding on such date are attributed to each
on such date; provided that if the Distributor and its Transferees reasonably
determine that the Transfer Agent is able to produce monthly reports which track
the Date of Original Issuance for such Free Shares, then such Free Shares shall
be allocated pursuant to clause 1(a), (b) and (c) above.
(3) Omnibus Shares:
Omnibus Shares of a Portfolio outstanding on any date shall be
attributed to the Distributor or Successor Distributor, as the case may be, in
the same proportion that the Commission Shares which are not Omnibus Shares of
such Portfolio outstanding on such date are attributed to each on such date;
provided that if the Distributor and its Transferees reasonably determine that
the Transfer Agent is able to produce monthly reports which track the Date of
Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be
allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CONTINGENT DEFERRED SALES CHARGES ("CDSCS")
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(1) CDSCs Related to the Redemption of Commission Shares which are
not Omnibus Shares:
CDSCs in respect of the redemption of Commission Shares which are not
Omnibus Shares shall be allocated to the Distributor or a Successor Distributor
depending upon whether the related redeemed Commission Share is attributable to
the Distributor or such Successor Distributor, as the case may be, in accordance
with Part I above.
EXHIBIT (E)(6)
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(2) CDSCs Related to the Redemption of Omnibus Shares:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated
to the Distributor or a Successor Distributor in the same proportion that the
CDSCs related to the redemption of Commission Shares are allocated to each
thereof; provided that if the Distributor and its Transferees reasonably
determine that the Transfer Agent is able to produce monthly reports which track
the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect
of the redemption of Omnibus Shares shall be allocated among the Distributor and
any Successor Distributors depending on whether the related redeemed Omnibus
Share is attributable to the Distributor or a Successor Distributor, as the case
may be, in accordance with Part I above.
PART III: ALLOCATION OF ASSET BASED SALES CHARGES
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Assuming that the Asset Based Sales Charge remains constant over time
and among Portfolios so that Part V hereof does not become operative:
(1) The portion of the aggregate Asset Based Sales Charges accrued in
respect of all Shares of all Portfolios during any calendar month allocable to
the Distributor or a Successor Distributor is determined by multiplying the
total of such Asset Based Sales Charges by the following fraction:
(A + C)/2
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(B + D)/2
where:
A = The aggregate Net Asset Value of all Shares of all
Portfolios 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 Shares of all
Portfolios at the beginning of such calendar month
C = The aggregate Net Asset Value of all Shares of all
Portfolios 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 Shares of all
Portfolios at the end of such calendar month
(2) If the Distributor and its Transferees reasonably determine that
the Transfer Agent is able to produce automated monthly reports which allocate
the average Net Asset Value of the Commission Shares (or all Shares if
available) of all Portfolios among the Distributor and any Successor
Distributors in a manner consistent with the methodology detailed in Part I and
Part III(1) above, the portion of the Asset Based Sales Charges accrued in
respect of all such Shares of all Portfolios during a particular calendar month
will be allocated to the Distributor or a
EXHIBIT (E)(6)
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Successor Distributor by multiplying the total of such Asset Based Sales Charges
by the following fraction:
(A)/(B)
where:
A = Average Net Asset Value of all such Shares of all
Portfolios 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 Shares of
all Portfolios for such calendar month
PART IV: ALLOCATION OF SHAREHOLDER SERVICING FEES
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Assuming that the Shareholder Servicing Fee for all Shares remains
constant over time and among Portfolios so that Part V hereof does not become
operative:
(1) Unless clause (2) below is applicable, the portion of the aggregate
Shareholder Servicing Fees which are accrued by or in respect of all Portfolios
during any calendar month allocated to the Distributor or a Successor
Distributor shall be determined by multiplying the total amount of Shareholder
Servicing Fees accruing during such calendar month by the following fraction:
(A + C)/2
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(B + D)/2
where:
A = The aggregate Net Asset Value of all Commission
Shares (or all Shares if available) of all
Portfolios, which are attributed to the Distributor
or such Successor Distributor and outstanding at the
beginning of such calendar month
B = The aggregate Net Asset Value of all Commission
Shares (or all Shares if available) of all Portfolios
which are outstanding at the beginning of such
calendar month
C = The aggregate Net Asset Value of all Commission
Shares (or all Shares if available) of all
Portfolios, which are attributed to the Distributor
or such Successor Distributor and outstanding at the
end of such calendar month
D = The aggregate Net Asset Value of all Commission
Shares (or all Shares if available) of all
Portfolios, which are outstanding at the end of such
calendar month
(2) If the Distributor and its Transferees reasonably determine that
the Transfer Agent is able to produce automated monthly reports which allocate
the average Net Asset Value of the
EXHIBIT (E)(6)
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Shares of all Portfolios 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 Shareholder Servicing Fees accrued during a particular
calendar month allocated to the Distributor or a Successor Distributor shall be
determined by multiplying the total amount of Shareholder Servicing Fees
accruing during such calendar month by the following fraction:
(A)/(B)
where:
A = Average Net Asset Value of all Commission Shares
(or all Shares if available) of all Portfolios 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 Commission
Shares (or all Shares if available) of all Portfolios
for such calendar month
PART V: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR
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DISTRIBUTOR'S ALLOCABLE PORTION
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The Parties to the Distribution Agreement recognize that, if the terms
of any distributor's contract, any distribution plan, any prospectus, the
conduct rules or any other applicable law change, which change
disproportionately reduces, in a manner inconsistent with the intent of this
Distribution Agreement, the amount of the Distributor's Allocable Portion or
each 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 Shares relating to such
Portfolio shall be adjusted by agreement among the Distributor, its Transferees,
each Successor Distributor and the Company; provided, however, if the
Distributor, its Transferees, each Successor Distributor and the Company 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
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.
