Exhibit No. EX-99.e.3
Xxxxxxx & Associates, L.P.
Dealer Agreement
For The Olstein Funds ("Agreement")
Xxxxxxx & Associates, L.P. ("Olstein," "we" or "us"), as the exclusive
underwriter and national distributor of the various series and classes of shares
of The Xxxxxxx Funds ("Trust"), an open-end investment company registered under
the Investment Company Act of 1940, as amended ("1940 Act"), invites you
("Dealer" or "you") to become a member of a selling group of dealers to
participate in the distribution of such shares (hereafter, "Shares") and to
render related shareholder services, if applicable. The terms "Fund" and "Funds"
as used in this Agreement refer to the existing or future series of the Trust
and any other investment companies or series thereof for which Olstein now or in
the future serves as underwriter and distributor. Each Fund offers multiple
classes of shares (each, a "Class," and collectively, the "Classes") which
differ with respect to, among other things, the levels of compensation, if any,
that may be paid to a Dealer in connection with the sale of such Shares. The
Funds and Classes eligible for distribution under this Agreement and the terms
of Dealer compensation, if any, for distribution of such Shares are described in
the applicable Schedule(s) to this Agreement, which may be amended from time to
time as provided herein. As principal underwriter of the Funds, we offer to sell
you Shares on the following terms:
1. Sales at Public Offering Price. You may offer and sell Shares of each Fund
only at the public offering prices that are currently in effect for that Class,
in accordance with the Fund's then current prospectus and statement of
additional information (hereafter, the "Prospectus") and account application for
that Fund. You agree to offer and sell Shares in compliance with applicable
federal and state securities laws and in a manner that is consistent with the
then current Prospectus of the appropriate Fund. All sales are subject to
acceptance by Olstein and the Fund or its transfer agent and are effective only
upon confirmation. No conditional orders will be accepted. In addition, Olstein
reserves the right, at any time and without notice, to limit or suspend the sale
of Shares or withdraw the offering entirely.
2. Fund Literature and Information. We will supply reasonable quantities, upon
request, of prospectuses, statements of additional information, supplemental
sales literature, sales bulletins, and additional information as issued by the
Fund or us. You agree to deliver to each person to whom an offer or sale is
made, at or prior to the time of the offer or sale, a copy of a current
Prospectus (as amended or supplemented) and if requested, the related statement
of additional information of the appropriate Fund. No person is authorized to
give any information or make any representations concerning Shares of any Fund
except those contained in that Fund's then current Prospectus or in materials
issued by us as information supplemental to such Prospectus. We shall file Fund
sales literature and promotional material with the National Association of
Securities Dealers, Inc. ("NASD") and the United States Securities and Exchange
Commission ("SEC"), as required. You may not publish or use any sales literature
or promotional materials with respect to the Funds unless provided to you by us,
or modify such materials or publish or use other materials relating to the Funds
without our prior review and written approval, which approval can be modified or
withdrawn upon written notice to you.
3. Dealer Compensation. As set forth in the applicable Schedules attached
hereto, you may receive compensation for selling certain Classes of Shares of
the Funds in the form of advanced commission payments, ongoing asset-based
distribution and/or shareholder servicing fees or sales charges and concessions,
all as stated in that Fund's then current Prospectus. The terms of the
compensation arrangements for distribution of various Classes of Shares are
contained in the Schedules to this Agreement. We reserve the right from time to
time, without prior notice, to modify, suspend or eliminate such compensation
arrangements by amendment, sticker or supplement to the Prospectus of any Fund.
(a) Advanced Commissions: In accordance with the then current Prospectus
relating to such Class of Shares of a Fund: (i) Olstein may advance commission
payments to Dealers from its own resources in connection with sales of those
Classes of Shares for which no front-end sales charge is imposed; and (ii) if
any Shares purchased in such a transaction are repurchased or redeemed during
the first year after they are purchased, Olstein shall be entitled to recover
from your customers any deferred sales charge or redemption fees attributable to
such Shares.
(b) Asset-Based Compensation (12b-1 Fees): With respect to any Fund that
offers Classes of Shares for which distribution plans have been adopted pursuant
to Rule 12b-1 under the 1940 Act (individually, a "12b-1 Plan"), you shall
provide distribution and marketing services in the promotion of that Fund's
Shares. In connection with the receipt of shareholder servicing fees as set
forth under the 12b-1 Plan(s) applicable to the Class or Classes of Fund Shares
purchased by your customers, you also shall provide administrative and other
services to your customers who own such Fund's Shares, including, but not
limited to, furnishing personal and other services and assistance answering
routine inquiries regarding Funds, assisting in changing dividend options,
account designations and addresses, and maintaining such accounts or such other
services as the Fund may require, to the extent permitted by applicable
statutes, rules or regulations. For such services we will pay you a fee as
established by us from time to time based on a portion of the net asset value of
the accounts of your customers in that Fund. We are permitted to make such
payments under the terms of the 12b-1 Plan(s) adopted for certain Classes of
Shares of the Funds, as such 12b-1 Plan(s) may be in effect from time to time.
The 12b-1 Plan(s) in effect on the date of this Agreement are described in each
applicable Fund's Prospectus. Each Fund reserves the right to terminate or
suspend its 12b-1 Plan(s) at any time as specified in that Plan, and we reserve
the right at any time, without notice to modify, suspend or terminate payments
hereunder in connection with such 12b-1 Plan(s). You agree to furnish promptly
to the Fund and to us such information as may be reasonably requested by the
Fund or its Board of Trustees or by us with respect to such fees paid to you
pursuant to this Agreement. In the event that we do not receive payment from a
Fund under the relevant Distribution Agreement or Plan, or if such Distribution
Agreement or Plan is canceled, you agree to waive your right to receive
compensation until such time, if ever, that we receive payment.
(c) Front-End Sales Charges: You may deduct from the purchase price the
applicable concession as set forth in the then current Prospectus relating to a
Class of Shares of a Fund having a front-end sales charge. No Dealer concessions
will be payable in respect of Shares purchased through reinvestment of dividends
or distributions, or with respect to Shares purchased through an exchange of
other Shares. If any Shares sold subject to a front-end sales charge are
tendered for redemption or repurchase within thirty business days after the date
of the confirmation of the original purchase order, you shall promptly refund to
us the concession allowed to you on such Shares. Sales charges and Dealer
concessions may be subject to reductions under a variety of circumstances as
described in that Fund's Prospectus. You must notify us at the time of the sale
if the sale qualifies for reduced charges. If you fail to notify us at the time
of the sale, neither any Fund nor we will be liable for amounts necessary to
reimburse any investor for the reduction that should have been effected.
4. Transaction Processing and Payment. If required by law, each transaction
shall be confirmed in writing on a fully disclosed basis and if confirmed by us,
a copy of each confirmation shall be sent simultaneously to you if you so
request. Orders for Shares will be effected at the price next computed on the
day they are received if, as set forth in the applicable Fund's then current
Prospectus, the orders are received by us, an agent appointed by us, or the Fund
prior to the time the price of the Fund's Shares is calculated. Orders received
after that time will be effected at the price computed on the next business day.
All orders must be accompanied by payment in U.S. dollars. Orders payable by
check must be drawn payable in U.S. dollars on a U.S. bank, for the full amount
of the investment. If payment is not received within the time customary or the
time required by law for such payment, the sale may be canceled without notice
or demand and without any responsibility or liability on our part or on the part
of the Funds, or at our option, we may sell the Shares which you ordered back to
that Fund, in which latter case we may hold you responsible for any loss to the
Funds or loss of profit suffered by us resulting from your failure to make
payment as aforesaid. We shall have no liability for any check or other item
returned unpaid to you after you have paid us on behalf of a purchaser.
5. Redemptions, Repurchases and Exchanges. Redemptions, repurchases or exchanges
of Shares of a Fund will be made at the net asset value of such Shares, less any
applicable deferred sales, redemption or exchange charges, in accordance with
that Fund's Prospectus. Except as permitted by applicable law, you agree not to
purchase any Shares from your customers at a price lower than the net asset
value of such Shares next computed by that Fund after the purchase (the
"Redemption/Repurchase Price"). You shall, however, be permitted to sell Shares
of a Fund for the account of the record owner to that Fund at the
Redemption/Repurchase Price for such Shares. All redemption, repurchase or
exchange requests are subject to the timely receipt of required instructions or
documents (including certificates), and if such information is not received
within the time customary or required by law, the redemption may be canceled and
you will be responsible for any loss to us or the Funds.
6. Other Duties of Dealer. By accepting this Agreement, you agree as follows:
(a) To act as principal, or as agent on behalf of your customers, in all
transactions in Shares of the Funds. You shall not have any authority to act as
agent for any Fund, for us or for any other dealer in the selling group, nor
will you represent to any third party that you have such authority or are acting
in such capacity.
(b) To purchase Shares only from us or from your customers.
(c) To enter orders for the purchase of Shares of a Fund only through us or
that Fund's transfer agent and only for the purpose of covering purchase orders
you have already received from your customers or for your own bona fide
investment.
(d) To maintain all records required by applicable federal and state laws
and regulations relating to the offer and sale of Shares, and you agree to
furnish us or our representatives with copies of such records upon request.
(e) That you will not withhold placing customers' orders for Shares so as
to profit as a result of such withholding or, for those Classes of Shares for
which sales charges apply, you will not place orders for Shares in amounts just
below the point at which sales charges are reduced so as to benefit from a
higher sales charge applicable to an amount below the breakpoint.
(f) That you shall assume responsibility for any loss to a Fund caused by a
correction made subsequent to trade date, provided such correction was not based
on any error, omission or negligence on our part, and that you will immediately
pay such loss to that Fund upon notification.
(g) To obtain from your customers all consents required by applicable
privacy laws to permit us, any of our affiliates or the Funds to provide you
either directly or through a service established for that purpose with
confirmations, account statements and other information about your customers'
investments in the Funds.
(h) To use your best efforts to cooperate with us to protect against
abusive market timing activities within the Funds by your customers and, in this
regard, to cooperate with us in seeking to identify improper trading patterns,
identify your customer accounts in which such trades are occurring, and to cease
offering Shares to such customers or through sales representatives that are
responsible for such trading patterns. You also agree to monitor trading
patterns within your customer accounts to the extent necessary to enforce any
redemption fee established by a Fund.
(i) You acknowledge and understand that purchases and redemptions of a
Fund's Shares are governed by Rule 22c-1 under the 1940 Act, which requires
purchases and redemptions of a Fund's Shares to be processed at a price based on
the current net asset value next computed after receipt of the purchase or
redemption order. You also acknowledge and understand that the time you receive
purchase and redemption orders is controlling for purposes of determining the
price to be received by the customer under Rule 22c-1, and that you are
responsible for establishing, maintaining and implementing procedures and
controls to assure that customer orders are transmitted in a manner that assures
that the customer receives the proper transaction price. You also acknowledge
and agree that you are required to process orders in a manner and within
timeframes required under the law.
(j) You agree, to the extent you maintain one or more omnibus accounts with
the Fund's transfer agent, that you will apply and implement any required
redemption fee to shareholder accounts on your recordkeeping system. You will
immediately inform the Fund or us if you are unable to comply with any part of
this redemption fee requirement. You further agree that, upon reasonable request
by the Fund or us, to share information concerning your customers that may
include, but is not necessarily limited to: (i) Taxpayer Identification Numbers
of all customers that purchased, redeemed, transferred, or exchanged shares of
the Fund held through an account with you; (ii) the amount and dates of such
customer purchases, redemptions, transfers and exchanges; and (iii) any other
information we, the Fund or its agent reasonably request concerning
identification or transactions of such customers. In addition, you agree, upon
request by us, the Fund or its agent, to execute instructions from us or the
Fund to restrict or prohibit further purchases or exchanges of Fund shares by a
customer who has been identified by us or the Fund as having engaged in
transactions of Fund shares (directly or indirectly through your account) that
may violate policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by the Fund.
(k) You agree to maintain insurance coverage at all times that is
reasonable and customary in light of your duties hereunder.
(l) You agree that you will, at all times, maintain a computer system with
security features that are commercially reasonable and you will prevent any
illegal or injurious activities of persons attempting to access a computer
system maintained by or on behalf of the Funds through your computer system.
7. Legal Compliance. This Agreement and any transaction with, or payment to, you
pursuant to the terms hereof is conditioned on your representations to us that,
as of the date of this Agreement you are, and at all times during its
effectiveness you will be: (a) either (i) a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, and qualified under applicable
state securities laws in each jurisdiction in which you are required to be
qualified to act as a broker-dealer in securities, and a member in good standing
of the NASD, or (ii) a foreign broker-dealer not eligible for membership in the
NASD and otherwise in compliance with applicable U.S. federal and state
securities laws; and (b) a member in good standing of the Securities Investor
Protection Corporation. You also agree to notify us immediately in writing and
immediately suspend sales of Fund Shares if these representations cease to be
true. You also agree that whether you are a member of the NASD or a foreign
broker-dealer not eligible for such membership, you will comply with the NASD
Conduct Rules. You also represent and warrant to us that: (w) you will offer and
sell Shares in compliance with applicable federal and state securities laws and
regulations and self-regulatory organizations' rules, regulations and orders,
and in a manner that is consistent with the then current Prospectus of the
appropriate Fund; (x) you are willing and possess the legal authority to provide
the services contemplated by this Agreement without violation of applicable
laws; (y) you are and shall remain throughout the term of this Agreement a
broker-dealer and thus a "Financial Institution" as defined by Title III of the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act (USA Patriot Act) of 2001 (the "Patriot
Act"), duly and properly registered and qualified under all applicable laws,
rules and regulations, including, but not limited to, all state and federal
securities laws, rules and regulations, as may be necessary or appropriate for
you to perform and observe all of your duties and obligations in this Agreement;
and (z) you shall throughout the term of this Agreement comply with the
requirements of all applicable laws including Title III of the Patriot Act,
rules and regulations, including, but not limited to, federal and state
securities laws, the rules, regulations and orders of the SEC and the NASD, in
performing and observing all of its duties, obligations and covenants set forth
or contemplated by this Agreement.
8. Blue Sky Matters. Olstein shall, from time to time, inform you as to the
states and jurisdictions in which Shares are authorized for sale. You agree not
to offer or sell Shares in any state or jurisdiction in which Olstein has
indicated that such Shares may not be sold. In addition, you agree to establish
appropriate procedures in cooperation with us and a Fund's administrator, to
enable that Fund to identify the location, type of, and sales to all accounts
opened and maintained by your customers or by you on behalf of your customers.
9. Liability and Indemnification.
(a) We agree to indemnify, defend, and hold you, your officers and
directors, and any person who controls you within the meaning of Section 15 of
the Securities Act of 1933, as amended (the "1933 Act"), free and harmless from
and against any and all claims, demands, liabilities, and expenses (including
the cost of investigating or defending such claims, demands, or liabilities and
any reasonable counsel fees incurred in connection therewith) in which you, your
officers, directors, or any such controlling person may incur under the 1933
Act, under common law or otherwise (i) arising out of or based upon any material
breach by us of this Agreement, (ii) arising out of or based upon any untrue
statement of a material fact contained in the then current Prospectus of the
Funds, or any sales or advertising materials provided by us in connection with
this Agreement, (iii) arising out of or based upon any alleged omission to state
a material fact required to be stated in the then current Prospectus of the
Funds, or any sales or advertising materials provided by us in connection with
this Agreement, or necessary to make the statements in the then current
Prospectus of the Funds, or any sales or advertising materials provided by us in
connection with this Agreement not misleading. However, this subparagraph (a)
shall not apply to any claims, demands, liabilities, or expenses that arise out
of or are based upon any such untrue statement or omission made in reliance upon
and in conformity with information furnished by or on behalf of you to us, the
Funds, or the Funds' counsel; and further provided, that in no event shall
anything contained herein be so construed as to protect you against any
liability to us, any Fund or the shareholders of any Fund to which you would
otherwise be subject by reason of willful misfeasance, bad faith, or negligence
in the performance of your duties, or by reason of your reckless disregard of
your obligations under this Agreement or otherwise.
(b) You agree to indemnify, defend, and hold us and our officers, directors
or partners, the Funds, the Funds' officers and trustees, and any person who
controls us or any of the Funds within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims, demands, liabilities
and expenses (including the cost of investigating or defending against such
claims, demands or liabilities and any reasonable counsel fees incurred in
connection therewith) in which we, our officers, directors or partners, the
Funds, the Funds' officers or trustees, or any such controlling person may incur
under the 1933 Act, under common law or otherwise (i) arising out of or based
upon any material breach by you or your affiliates, officers, directors,
employees or agents of any provision of this Agreement, (ii) arising out of or
based upon any untrue statement of a material fact contained in information
furnished by you or your affiliates, officers, directors, employees or agents to
us, the Funds or the Funds' counsel, (iii) arising out of or based upon any
failure by you or your affiliates, officers, directors, employees or agents to
provide a material fact in connection with information provided by or on behalf
of you, (iv) arising out of any agreement between you or your affiliates,
officers, directors, employees or agents and any retail dealer (if applicable),
(v) arising out of your use of any sales or advertising material provided by us
and used by you or your affiliates, officers, directors, employees or agents use
of any sales or advertising material in connection with this Agreement (unless
the substance of the material was contained in the Funds' then current
Prospectus or provided by us), (vi) any sale of Shares of a Fund in a
jurisdiction where the Fund and/or its Shares were not registered, qualified or
authorized for sale as appropriate, (vii) any sale of Shares of a Fund in a
jurisdiction where the Dealer is not properly registered as a broker-dealer firm
and is not properly exempt from such requirement, (viii) any of your actions
relating to the processing of purchase, redemption or exchange orders or the
servicing of shareholder accounts, or (ix) arising out of the failure of you or
your affiliates, officers, directors, employees or agents to comply with all
applicable state and federal securities laws, rules and regulations in force
from time to time.
10. Termination; Succession; Assignment; Amendment. Each party to this Agreement
may terminate its participation in this Agreement by giving written notice to
the other party. This Agreement shall terminate immediately upon the appointment
of a trustee under the Securities Investor Protection Act for, or any other act
of insolvency by, the Dealer. A trade placed by you subsequent to your voluntary
termination of this Agreement will not serve to reinstate the Agreement. You may
not assign this Agreement without our prior written consent. This Agreement will
terminate upon its assignment (as defined in the 0000 Xxx) by us, except that,
if we provide written notice of such assignment, this Agreement will continue
unless you notify us in writing to the contrary. This Agreement also will
terminate automatically upon termination of our underwriting agreement with the
Fund. We may amend this Agreement (or the one or more of the Schedules attached
hereto) at any time by written notice to you and your placing of an order or
acceptance of payments of any kind after the effective date and receipt of
notice of any such amendment shall constitute your acceptance of such amendment.
11. Severability; Governing Law. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. To the extent that
state law has not been preempted by the provisions of any law of the United
States heretofore or hereafter enacted, as the same may be amended from time to
time, this Agreement shall be administered, construed and enforced according to
the laws of the State of Delaware without regard to the conflict of law rules.
12. Notices. All communications and notices to us should be sent to the address
below. Any communications or notices to you shall be duly given if mailed or
delivered to you at the address specified by you below.
13. Privacy Program. Olstein and Dealer each agrees to protect Customer
Information (defined below) and to comply as may be necessary with requirements
of the Xxxxx-Xxxxx-Xxxxxx Act, the relevant state and federal regulations
pursuant thereto, including Regulation S-P, and state privacy laws.
(a) Customer Information. "Customer Information" means any information
contained on an application of a customer ("Customer") of a Fund or other form
and all nonpublic personal information about a Customer that a party receives
from the other party. "Customer Information" includes, by way of example and not
limitation, name, address, telephone number, social security number, date of
birth and personal financial information.
(b) Safeguarding Customer Information. The parties shall establish and
maintain safeguards against the unauthorized access, destruction, loss, or
alteration of Customer Information in their control, which are no less rigorous
than those maintained by a party for its own information of a similar nature. In
the event of any improper disclosure of any Customer Information, the party
responsible for the disclosure will immediately notify the other party.
(c) Survivability. The provisions of this Privacy Program section shall
survive the termination of this Agreement.
14. Anti-Money Laundering Program.
(a) You represent and warrant that you are an institution subject to the
Bank Secrecy Act and the USA PATRIOT Act and any future amendments (together,
the "AML Acts") and you are in material conformity, and will continue to be in
material conformity, with the AML Acts, the rules and regulations under the AML
Acts, and the rules, regulations and regulatory guidance of the Treasury
Department, the SEC, or any other applicable regulatory agency or organization,
including customer identification program requirements (collectively, "AML Rules
and Regulations"). You further represent and warrant that you will provide to
the Funds and their service providers any information that may be reasonably
necessary for the Funds and their service providers to fulfill their
responsibilities relating to their anti-money laundering programs. You agree
that you will provide the Funds and their service providers, upon request, with
a certification satisfactory to the Funds concerning your compliance with all
applicable AML Rules and Regulations and any other information reasonably
requested by the Funds or their service providers to assist with compliance with
applicable AML Rules and Regulations.
(b) The provision of this Anti-Money Laundering section shall survive the
termination of this Agreement.
15. No Endorsement. We are not endorsing, recommending or otherwise involved in
providing any investment product of yours and you are prohibited from
representing otherwise.
16. Acceptance. This Agreement shall be binding upon the parties hereto when
signed by Olstein and accepted by the Dealer. This Agreement constitutes the
entire agreement between the parties hereto and supersedes and replaces any
prior agreement between you and us. Please confirm your acceptance by executing
one copy of this Agreement below and returning it to us. Please keep the
enclosed copy for your records.
Sincerely,
Xxxxxxx & Associates, L.P.
0 Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
(000) 000-0000
By: Olstein Advisers, LLC, General Partner
By: __________________________________________
Xxxxxxx Xxxxx, Executive Vice President
The undersigned Dealer has read the foregoing Agreement and accepts and agrees
to its terms and conditions.
Firm Name: ______________________________
Firm Address: ___________________________
___________________________
___________________________
Firm Tax I.D.# __________________________ Firm CRD # _____________
Telephone # Facsimile # ____________
By: _____________________________________ Date: __________________
Name & Title: ___________________________
Schedule A
Xxxxxxx & Associates, L.P.
Dealer Agreement
The Olstein Funds
Class A Shares
A. Funds
This Schedule relates to Class A Shares of the Funds(s) listed below.
--------------------------- -----------------------------------------------
Fund and Class Xxxxxxx All Cap Value Fund
--------------------------- -----------------------------------------------
NASDAQ Symbol OFAFX
--------------------------- -----------------------------------------------
CUSIP Number 000000000
--------------------------- -----------------------------------------------
It is understood that this Schedule may be amended at any time.
A-1
Schedule B
Xxxxxxx & Associates, L.P.
Dealer Agreement
The Olstein Funds
Class C Shares
A. Funds
This Schedule relates to Class C Shares of the Fund(s) listed below.
--------------------------- -----------------------------------------------
Fund and Class Xxxxxxx All Cap Value Fund
--------------------------- -----------------------------------------------
NASDAQ Symbol OFALX
--------------------------- -----------------------------------------------
CUSIP Number 000000000
--------------------------- -----------------------------------------------
B. Dealer Compensation Schedule
1. Class C Shares
As compensation for sales of Shares of a Fund by the Dealer, and as compensation
for such Dealer's ongoing shareholder servicing and distribution functions, the
Dealer will receive the following fees:
o One percent (1.00%) of the dollar amount of Shares sold (excluding any
Shares sold to customers through reinvestment of dividends and/or capital
gains), to be paid by Xxxxxxx, provided that the Shares are not redeemed or
repurchased by the Fund within seven (7) business days after confirmation
of the original purchase order for such Shares. In the event the full
purchase price of the Shares is transmitted to the Fund for investment,
this payment shall be made by Xxxxxxx. If the Dealer remits payment to the
Fund net of this amount, Xxxxxxx will pay to the Fund the amount required
to fulfill the investment. Dealer agrees that it will be obligated to
Xxxxxxx and the Fund for any amount retained if the Shares are redeemed
within seven (7) business days.
o For outstanding Shares of the Fund held in accounts for which the Dealer
continues to be named as the broker of record, from one (1) year following
the original purchase and until the time such Shares are redeemed, the
Dealer will receive, payable quarterly, one hundred percent (100%) of the
total annual 12b-1 fees paid by the Fund in relation to such Shares. The
Dealer's payment will consist of one hundred percent (100%) of the
shareholder servicing 12b-1 fee (currently 0.25% per annum), and one
hundred percent (100%) of the distribution 12b-1 fee (currently 0.75% per
annum).
It is understood that this Schedule may be amended at any time.
B-1
