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EXHIBIT 6(b)
DISTRIBUTION AGREEMENT
BETWEEN
AIM SERIES TRUST
AND
A I M DISTRIBUTORS, INC.
CLASS B SHARES
THIS AGREEMENT made this 29th day of May, 1998, by and between AIM
Series Trust, a Delaware business trust (the "Company"), with respect to each of
the Class B shares (the "Shares") of each series of shares of beneficial
interest set forth on Schedule A to this agreement (the "Portfolios"), and A I M
Distributors, Inc., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged,
the parties hereto agree as follows:
FIRST: The Company hereby appoints the Distributor as its
exclusive agent for the sale of the Shares to the public directly and through
investment dealers in the United States and throughout the world. If subsequent
to the termination of the Distributor's services to the Company pursuant to
this Agreement, the Company retains the services of another distributor, the
distribution agreement with such distributor shall contain provisions
comparable to Clauses FOURTH and SEVENTH hereof and Exhibit A hereto, and
without limiting the generality of the foregoing, will require such distributor
to maintain and make available to the Distributor records regarding sales,
redemptions and reinvestments of Shares necessary to implement the terms of
Clauses FOURTH, SEVENTH and EIGHTH hereof.
SECOND: The Company shall not sell any Shares except through
the Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however:
(A) the Company may issue Shares to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares or assets of any such company;
(B) the Company may issue Shares at their net asset value in
connection with certain classes of transactions or to certain classes of
persons, in accordance with Rule 22d-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), provided that any such class is specified in
the then current prospectus of the applicable Shares; and
(C) the Company shall have the right to specify minimum
amounts for initial and subsequent orders for the purchase of Shares.
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THIRD: The Distributor hereby accepts appointment as
exclusive agent for the sale of the Shares and agrees that it will use its best
efforts to sell such Shares; provided, however, that:
(A) the Distributor may, and when requested by the Company
on behalf of the Shares shall, suspend its efforts to effectuate such sales at
any time when, in the opinion of the Distributor or of the Company, no sales
should be made because of market or other economic considerations or abnormal
circumstances of any kind;
(B) the Company may withdraw the offering of the Shares
(i) at any time with the consent of the Distributor, or (ii) without such
consent when so required by the provisions of any statute or of any order, rule
or regulation of any governmental body having jurisdiction; and
(C) the Distributor, as agent, does not undertake to sell any
specific amount of the Shares.
FOURTH:
(A) The public offering price of the Shares shall be the
net asset value per share of the applicable Shares. Net asset value per share
shall be determined in accordance with the provisions of the then current
prospectus and statement of additional information of the applicable Portfolio.
The Distributor may establish a schedule of contingent deferred sales charges
to be imposed at the time of redemption of the Shares, and such schedule shall
be disclosed in the current prospectus of each Portfolio. Such schedule of
contingent deferred sales charges may reflect variations in or waivers of such
charges on redemptions of Shares, either generally to the public or to any
specified class of shareholders and/or in connection with any specified class
of transactions, in accordance with applicable rules and regulations and
exemptive relief granted by the Securities and Exchange Commission, and as set
forth in the Portfolios' current prospectus(es). The Distributor and the
Company shall apply any then applicable scheduled variation in or waiver of
contingent deferred sales charges uniformly to all shareholders and/or all
transactions belonging to a specified class.
(B) The Distributor may pay to investment dealers and other
financial institutions through whom Shares are sold, such sales commission as
the Distributor may specify from time to time. Payment of any such sales
commissions shall be the sole obligation of the Distributor.
(C) No provision of this Agreement shall be deemed to
prohibit any payments by the Company to the Distributor or by the Company or
the Distributor to investment dealers, financial institutions and 401(k) plan
service providers where such payments are made under a distribution plan
adopted by the Company pursuant to Rule 12b-1 under the 1940 Act.
(D) The Company shall redeem the Shares from shareholders in
accordance with the terms set forth from time to time in the current prospectus
and statement of additional information of each Portfolio. The price to be paid
to a shareholder to redeem the Shares shall be equal to the net asset value of
the Shares being redeemed ("gross redemption proceeds"), less any applicable
contingent deferred sales charge, calculated pursuant to the then applicable
schedule of contingent deferred sales charges ("net redemption proceeds"). The
Distributor shall be entitled to receive the amount of the contingent deferred
sales charge that has been subtracted from gross redemption proceeds (the
"CDSC"), provided that the Shares being redeemed were (i) issued by a Portfolio
during the term of this Agreement and any predecessor Agreement between the
Company and the Distributor or Distributor's predecessor, GT Global, Inc. ("GT
Global"), or (ii) issued by a Portfolio during or after the term of this
Agreement or any predecessor Agreement between the Company and the Distributor
or GT Global in one or a series of free
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exchanges of Shares for Class B shares of another portfolio, which can be
traced to Shares or Class B shares of another portfolio initially issued by a
Portfolio or such other portfolio during the term of this Agreement, any
predecessor Agreement or any other distribution agreement with the Distributor
or GT Global with respect to such other portfolio (the "Distributor's Earned
CDSC"). The Company shall pay or cause the Company's transfer agent to pay the
Distributor's Earned CDSC to the Distributor on the date net redemption
proceeds are payable to the redeeming shareholder.
(E) The Distributor shall maintain adequate books and records
to identify Shares (i) issued by a Portfolio during the term of this Agreement
and any predecessor Agreement between the Company and the Distributor or GT
Global or (ii) issued by a Portfolio during or after the term of this Agreement
or any predecessor Agreement between the Company and the Distributor or GT
Global in one or a series of free exchanges of Shares for class B shares of
another portfolio, which can be traced to Shares or class B shares of another
portfolio initially issued by a Portfolio or such other portfolio during the
term of this Agreement, any predecessor Agreement or any other distribution
agreement with the Distributor or GT Global with respect to such other
portfolio and shall calculate the Distributor's Earned CDSC, if any, with
respect to such Shares, upon their redemption. The Company shall be entitled to
rely on Distributor's books, records and calculations with respect to
Distributor's Earned CDSC.
FIFTH: The Distributor shall act as an agent of the Company
in connection with the sale and redemption of Shares. Except with respect to
such sales and redemptions, the Distributor shall act as principal in all
matters relating to the promotion of the sale of Shares and shall enter into
all of its own engagements, agreements and contracts as principal on its own
account. The Distributor shall enter into agreements with investment dealers
and financial institutions selected by the Distributor, authorizing such
investment dealers and financial institutions to offer and sell the Shares to
the public upon the terms and conditions set forth therein, which shall not be
inconsistent with the provisions of this Agreement. Each agreement shall
provide that the investment dealer or financial institution shall act as a
principal, and not as an agent, of the Company.
SIXTH: The Shares shall bear:
(A) the expenses of qualification of Shares for sale in
connection with such public offerings in such states as shall be selected by
the Distributor, and of continuing the qualification therein until the
Distributor notifies the Company that it does not wish such qualification
continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH:
(A) The Distributor shall bear the expenses of printing from
the final proof and distributing the prospectuses and statements of additional
information for the Shares (including supplements thereto) relating to public
offerings made by the Company pursuant to such prospectuses (which shall not
include those prospectuses and statements of additional information, and
supplements thereto, to be distributed to existing shareholders of the Shares),
and any other promotional or sales literature used by the Distributor or
furnished by the Distributor to dealers in connection with such public
offerings, and expenses of advertising in connection with such public
offerings.
(B) Subject to the limitations, if any, of applicable law
including the NASD Conduct Rules (formerly, the NASD Rules of Fair Practice)
regarding asset-based sales charges, the Company shall pay to the Distributor
as a reimbursement for all or a portion of such expenses, or as reasonable
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compensation for distribution of the Shares, an asset-based sales charge in an
amount equal to 0.75% per annum of the average daily net asset value of the
Shares of each Portfolio from time to time (the "Distributor's 12b-1 Share"),
such sales charge to be payable pursuant to the distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). The Distributor's 12b-1
Share shall be a percentage, which shall be recomputed periodically (but not
less than monthly) in accordance with Exhibit A to this Agreement. The
Distributor's 12b-1 Share shall accrue daily and be paid to the Distributor as
soon as practicable after the end of each calendar month within which it
accrues but in any event within 10 business days after the end of each such
calendar month (unless the Distributor shall specify a later date in written
instructions to the Company) provided, however, that any notices and
calculation required by Section EIGHTH: (B) and (C) have been received by the
Company.
(C) The Distributor shall maintain adequate books and records
to permit calculations periodically (but not less than monthly) of, and shall
calculate on a monthly basis, the Distributor's 12b-1 Share to be paid to the
Distributor. The Company shall be entitled to rely on Distributor's books,
records and calculations relating to Distributor's 12b-1 Share.
EIGHTH:
(A) The Distributor may, from time to time, assign, transfer
or pledge ("Transfer") to one or more designees (each an "Assignee"), its
rights to all or a designated portion of (i) the Distributor's 12b-1 Share (but
not the Distributor's duties and obligations pursuant hereto or pursuant to the
Plan), and (ii) the Distributor's Earned CDSC, free and clear of any offsets or
claims the Company may have against the Distributor. Each such Assignee's
ownership interest in a Transfer of a designated portion of a Distributor's
12b-1 Share and a Distributor's Earned CDSC is hereinafter referred to as an
"Assignee's 12b-1 Portion" and an "Assignee's CDSC Portion," respectively. A
Transfer pursuant to this Section EIGHTH: (A) shall not reduce or extinguish
any claim of the Company against the Distributor.
(B) The Distributor shall promptly notify the Company in
writing of each Transfer pursuant to Section EIGHTH: (A) by providing the
Company with the name and address of each such Assignee.
(C) The Distributor may direct the Company to pay directly to
an Assignee such Assignee's 12b-1 Portion and Assignee's CDSC Portion. In such
event, Distributor shall provide the Company with a monthly calculation of (i)
the Distributor's Earned CDSC and Distributor's 12b-1 Share and (ii) each
Assignee's 12b-1 Portion and Assignee's CDSC Portion, if any, for such month
(the "Monthly Calculation"). The Monthly Calculation shall be provided to the
Company by the Distributor promptly after the close of each month or such other
time as agreed to by the Company and the Distributor which allows timely
payment of the Distributor's 12b-1 Share and Distributor's Earned CDSC and/or
the Assignee's 12b-1 Portion and Assignee's CDSC Portion. The Company shall not
be liable for any interest on such payments occasioned by delayed delivery of
the Monthly Calculation by the Distributor. In such event following receipt
from the Distributor of (i) notice of Transfer referred to in Section EIGHTH:
(B) and (ii) each Monthly Calculation, the Company shall make all payments
directly to the Assignee or Assignees in accordance with the information
provided in such notice and Monthly Calculation, on the same terms and
conditions as if such payments were to be paid directly to the Distributor. The
Company shall be entitled to rely on Distributor's notices, and Monthly
Calculations in respect of amounts to be paid pursuant to this Section EIGHTH:
(B).
(D) Alternatively, in connection with a Transfer the
Distributor may direct the Company to pay all of such Distributor's 12b-1 Share
and Distributor's Earned CDSC from time to time to a depository or collection
agent designated by any Assignee, which depository or collection agent may be
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delegated the duty of dividing such Distributor's 12b-1 Share and Distributor's
Earned CDSC between the Assignee's 12b-1 Portion and Assignee's CDSC Portion
and the balance of the Distributor's 12b-1 Share (such balance, when
distributed to the Distributor by the depository or collection agent, the
"Distributor's 12b-1 Portion") and of the Distributor's Earned CDSC (such
balance, when distributed to the Distributor by the depository or collection
agent, the "Distributor's Earned CDSC Portion"), in which case only the
Distributor's 12b-1 Portion and Distributor's Earned CDSC Portion may be
subject to offsets or claims the Company may have against the Distributor.
(E) The Company shall not amend the Plan to reduce the amount
payable to the Distributor or any Assignee under Section SEVENTH: (B) hereof
with respect to the Shares for any Shares which have been issued prior to the
date of such amendment.
NINTH: The Distributor will accept orders for the purchase of
Shares only to the extent of purchase orders actually received and not in
excess of such orders, and it will not avail itself of any opportunity of
making a profit by expediting or withholding orders.
TENTH:
(A) Pursuant to the Plan and this Agreement, the Distributor,
as agent, shall enter into Shareholder Service Agreements with investment
dealers, financial institutions and certain 401(K) plan service providers
(collectively "Service Providers") selected by the Distributor for the
provision of certain continuing personal services to customers of such Service
Providers who have purchased Shares. Such agreements shall authorize Service
Providers to provide continuing personal shareholder services to their
customers upon the terms and conditions set forth therein, which shall not be
inconsistent with the provisions of this Agreement. Each Shareholder Service
Agreement shall provide that the Service Provider shall act as principal, and
not as an agent of the Company.
(B) Shareholder Service Agreements may provide that the
Service Providers may receive a service fee in the amount of 0.25% of the
average daily net assets of the Shares held by customers of such Service
Providers provided that such Service Providers furnish continuing personal
shareholder services to their customers in respect of such Shares. The
continuing personal services to be rendered by Service Providers under the
Shareholder Service Agreements may include, but shall not be limited to, some
or all of the following: distributing sales literature; answering routine
customer inquiries concerning the Company; assisting customers in changing
dividend elections, options, account designations and addresses, and in
enrolling in any of several special investment plans offered in connection with
the purchase of Shares; assisting in the establishment and maintenance of or
establishing and maintaining customer accounts and records and the processing
of purchase and redemption transactions; performing subaccounting; investing
dividends and any capital gains distributions automatically in the Company's
shares; providing periodic statements showing a customer's account balance and
the integration of such statements with those of other transactions and
balances in the customer's account serviced by the Service Provider; forwarding
applicable prospectus, proxy statements, reports and notices to customers who
hold Shares and providing such other information and services as the Company or
the customers may reasonably request.
(C) The Distributor may advance service fees payable to
Service Providers pursuant to the Plan or any other distribution plan adopted
by the Company with respect to Shares of one or more of the Portfolios pursuant
to Rule 12b-1 under the 1940 Act; and thereafter the Distributor may be
reimbursed for such advances through retention of service fee payments during
the period for which the service fees were advanced.
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ELEVENTH: The Company and the Distributor shall each comply
with all applicable provisions of the 1940 Act, the Securities Act of 1933, as
amended, and of all other federal and state laws, rules and regulations
governing the issuance and sale of the Shares.
TWELFTH:
(A) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Distributor, the Company shall indemnify the Distributor against any and
all claims, demands, liabilities and expenses which the Distributor may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement or prospectus of the Shares, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Company in
connection therewith by or on behalf of the Distributor. The Distributor shall
indemnify the Company and the Shares against any and all claims, demands,
liabilities and expenses which the Company or the Shares may incur arising out
of or based upon (i) any act or deed of the Distributor or its sales
representatives which has not been authorized by the Company in its prospectus
or in this Agreement and (ii) the Company's reliance on the Distributor's
books, records, calculations and notices in Sections FOURTH: (E), SEVENTH: (C),
EIGHTH: (B), EIGHTH: (C) and EIGHTH: (D).
(B) The Distributor shall indemnify the Company and the
Shares against any and all claims, demands, liabilities and expenses which the
Company or the Shares may incur under the Securities Act of 1933, as amended,
or common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in any registration statement or
prospectus of the Shares, or any omission to state a material fact therein if
such statement or omission was made in reliance upon, and in conformity with,
information furnished to the Company in connection therewith by or on behalf of
the Distributor.
(C) Notwithstanding any other provision of this Agreement,
the Distributor shall not be liable for any errors of the transfer agent(s) of
the Shares, or for any failure of any such transfer agent to perform its
duties.
THIRTEENTH: Nothing herein contained shall require the
Company to take any action contrary to any provision of its Agreement and
Declaration of Trust, as amended, or to any applicable statute or regulation.
FOURTEENTH: This Agreement shall become effective with
respect to the Shares of each Portfolio upon its approval by the Board of
Trustees of the Company and by vote of a majority of the Company's trustees who
are not interested parties to this Agreement or "interested persons" (as
defined in Section 2(a)(19) of the 0000 Xxx) of any party to this Agreement
cast in person at a meeting called for such purpose, shall continue in force
and effect for two years from the date hereof, and from year to year
thereafter, provided, that such continuance is specifically approved with
respect to the Shares of each Portfolio at least annually (a)(i) by the Board
of Trustees of the Company or (ii) by the vote of a majority of the outstanding
Shares of such class of such Portfolio, and (b) by vote of a majority of the
Company's trustees who are not parties to this Agreement or "interested
persons" (as defined in Section 2(a)(19) of the 0000 Xxx) of any party to this
Agreement cast in person at a meeting called for such purpose.
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FIFTEENTH:
(A) This Agreement may be terminated with respect to the
Shares of any Portfolio, at any time, without the payment of any penalty, by
vote of the Board of Trustees of the Company or by vote of a majority of the
outstanding Shares of such Portfolio, or by the Distributor, on sixty (60)
days' written notice to the other party; and
(B) This Agreement shall also automatically terminate in the
event of its assignment, the term "assignment" having the meaning set forth in
Section 2(a)(4) of the 1940 Act; provided, that, subject to the provisions of
the following sentence, if this Agreement is terminated for any reason, the
obligations of the Company and the Distributor pursuant to Sections FOURTH:
(D), FOURTH: (E), SEVENTH: (B), SEVENTH: (C), EIGHTH: (A) through (E) and
TWELFTH: (A) of this Agreement will continue and survive any such termination.
Notwithstanding the foregoing, upon Complete Termination of the Plan (as such
term is defined in Section 8 of the Plan in effect at the date of this
Agreement), the obligations of the Company pursuant to the terms of Sections
SEVENTH: (B), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH: (E) (with
respect to payments of Distributor's 12b-1 Share and Assignee's 12b-1 Portion)
of this Agreement shall terminate. A termination of the Plan with respect to
any or all Shares of any or all Portfolios shall not affect the obligations of
the Company pursuant to Sections FOURTH: (D), EIGHTH: (A), EIGHTH: (C), EIGHTH:
(D) and EIGHTH: (E) (with respect to payments of Distributor's Earned CDSC or
Assignee's CDSC Portion) hereof or of the obligations of the Distributor
pursuant to Section FOURTH: (E) or EIGHTH: (B) hereof.
(C) The Transfer of the Distributor's rights to Distributor's
12b-1 Share or Distributor's Earned CDSC shall not cause a termination of this
Agreement or be deemed to be an assignment for purposes of Section FIFTEENTH:
(B) above.
SIXTEENTH: Any notice under this Agreement shall be in
writing, addressed and delivered, or mailed postage prepaid, to the other party
at such address as the other party may designate for the receipt of notices.
Until further notice to the other party, the addresses of both the Company and
the Distributor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx. Xxxxx
00000-0000.
SEVENTEENTH: Notice is hereby given that, as provided by
applicable law, the obligations of or arising out of this Agreement are not
binding upon any of the shareholders of the Company or any Portfolio
individually, but are binding only upon the assets and property of the Company
or such Portfolio and that the shareholders shall be entitled, to the fullest
extent permitted by applicable law, to the same limitation on personal
liability as stockholders of private corporations for profit.
EIGHTEENTH: This Agreement shall be deemed to be a contract
made in the State of Delaware and governed by, construed in accordance with and
enforced pursuant to the internal laws of the State of Delaware without
reference to its conflicts of laws rules.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.
AIM SERIES TRUST
By: /s/ XXXXXXX X. XXXXXXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
Attest:
/s/ XXXXXXX X. SILVER
-----------------------------------
Name: Xxxxxxx X. Silver
Title: Assistant Secretary
A I M DISTRIBUTORS, INC.
By: /s/ XXXX XXXXXXXX
------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
Attest:
/s/ XXXXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Secretary
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SCHEDULE A
TO
DISTRIBUTION AGREEMENT
OF
AIM SERIES TRUST
CLASS B SHARES
AIM New Dimension Fund
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EXHIBIT A
The Distributor's 12b-1 Share in respect of each Portfolio shall be
100 percent until such time as the Distributor shall cease to serve as
exclusive distributor of the Shares of such Portfolio and thereafter shall be a
percentage, recomputed first on the date of any termination of the
Distributor's services as exclusive distributor of Shares of any Portfolio and
thereafter periodically (but not less than monthly), representing the
percentage of Shares of such Portfolio outstanding on each such computation
date allocated to the Distributor in accordance with the following rules:
1. DEFINITIONS. For purposes of this Exhibit A defined terms used
herein shall have the meaning assigned to such terms in the Distribution
Agreement and the following terms shall have the following meanings:
"Commission Shares" shall mean shares of the Portfolio or another
portfolio the redemption of which would, in the absence of the application of
some standard waiver provision, give rise to the payment of a CDSC and shall
include Commission Shares which due to the expiration of the CDSC period no
longer bear a CDSC.
"Distributor" shall mean the Distributor and the Distributor's
predecessor, GT Global, Inc.
"Other Distributor" shall mean each person appointed as the
exclusive distributor for the Shares of the Portfolio after the Distributor
ceases to serve in that capacity.
2. ALLOCATION RULES. In determining the Distributor's 12b-1 Share in
respect of a particular Portfolio:
(a) There shall be allocated to the Distributor and each Other
Distributor all Commission Shares of such Portfolio which were sold while such
Distributor or such Other Distributor, as the case may be, was the exclusive
distributor for the Shares of the Portfolio, determined in accordance with the
transfer records maintained for such Portfolio.
(b) Reinvested Shares: On the date that any Shares are issued
by a Portfolio as a result of the reinvestment of dividends or other
distributions, whether ordinary income, capital gains or exempt-interest
dividend or distributions ("Reinvested Shares"), Reinvested Shares shall be
allocated to the Distributor and each Other Distributor in a number obtained by
multiplying the total number of Reinvested Shares issued on such date by a
fraction, the numerator of which is the total number of all Shares outstanding
in such Fund as of the opening of business on such date and allocated to the
Distributor or Other Distributor as of such date of determination pursuant to
these allocation procedures and the denominator is the total number of Shares
outstanding as of the opening of business on such date.
(c) Exchange Shares: There shall be allocated to the
Distributor and each Other Distributor, as the case may be, all Commission
Shares of such Portfolio which were issued during or after the period referred
to in (a) as a consequence of one or more free exchanges of Commission Shares of
the Portfolio or of another portfolio (other than Free Appreciation Shares) (the
"Exchange Shares"), which in accordance with the transfer records maintained for
such Portfolio can be traced to Commission Shares of the Portfolio or another
portfolio initially issued by the Company or such other
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portfolio during the time the Distributor or such Other Distributor, as the case
may be, was the exclusive distributor for the Shares of the Portfolio or such
other portfolio.
(d) Free Appreciation Shares: Shares (other than Exchange
Shares) that were acquired by the holders of such Shares in a free exchange of
Shares of any other Portfolio, which represent the appreciated value of the
Shares of the exiting portfolio over the initial purchase price paid for the
Shares being redeemed and exchanged and for which the original purchase date and
the original purchase price are not identified on an on-going basis, shall be
allocated to the Distributor and each Other Distributor ("Free Appreciation
Shares") daily in a number obtained by multiplying the total number of Free
Appreciation Shares issued by the exiting portfolio on such date by a fraction,
the numerator of which is the total number of all Shares outstanding as of the
opening of business on such date allocated to the Distributor or such Other
Distributor as of such date of determination pursuant to these allocation
procedures and the denominator is the total number of Shares outstanding as of
the opening of business on such date.
(e) Redeemed Shares: Shares (other than Reinvested Shares and
Free Appreciation Shares) that are redeemed will be allocated to the Distributor
and each Other Distributor to the extent such Share was previously allocated to
the Distributor or such Other Distributor in accordance with the rules set forth
in 2(a) or (c) above. Reinvested Shares and Free Appreciation Shares that are
redeemed will be allocated to the Distributor and each Other Distributor daily
in an amount equal to the number of Free Appreciation Shares and Reinvested
Shares of such Portfolio being redeemed on such date, which amount is obtained
by multiplying the total number of Free Appreciation Shares and Reinvested
Shares being redeemed by such Portfolio on such date by a fraction, the
numerator of which is the total number of all Free Appreciation Shares and
Reinvested Shares of such Portfolio outstanding as of the opening of business on
such date allocated to the Distributor or to such Other Distributor as of such
date of determination and the denominator is the total number of Free
Appreciation Shares and Reinvested Shares of such Portfolio outstanding as of
the opening of business on such date.
The Fund shall use its best efforts to assure that the transfer agents
and sub-transfer agents for each Portfolio maintain the data necessary to
implement the foregoing rules. If, notwithstanding the foregoing, the transfer
agents or sub-transfer agents for such Portfolio are unable to maintain the
data necessary to implement the foregoing rules as written, and if the
Distributor shall cease to serve as exclusive distributor of the Shares of the
Portfolio, the Distributor and the Portfolio agree to negotiate in good faith
with each other, with the transfer agents and sub-transfer agents for such
Portfolio and with any third party that has obtained an interest in the
Distributor's 12b-1 Share in respect of such Portfolio with a view to arriving
at mutually satisfactory modifications to the foregoing rules designed to
accomplish substantially identical results on the basis of data which can be
made available.
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