\\SAREK\Legalshr\AGREEMENTS\Multi Fund Agmts\Distrib Agmt amd for Class T.doc
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT, DATED AS OF DECEMBER 2, 1998 BY AND BETWEEN
EACH XXXXXXX FUND LISTED IN THE SCHEDULE OF FUNDS ATTACHED HERETO AS SCHEDULE I
(EACH A "FUND" AND TOGETHER THE "FUNDS"), AS SUCH SCHEDULE MAY, FROM TIME TO
TIME BE AMENDED, AND XXXXXXX DISTRIBUTORS, INC., A DELAWARE CORPORATION (THE
"DISTRIBUTOR").
WHEREAS, EACH FUND IS REGISTERED AS AN OPEN-END INVESTMENT COMPANY UNDER
THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT") AND HAS REGISTERED ITS
SHARES, INCLUDING SHARES OF ITS SERIES PORTFOLIOS (THE "SERIES"), FOR SALE TO
THE PUBLIC UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") AND VARIOUS STATE
SECURITIES LAWS;
WHEREAS, EACH FUND WISHES TO RETAIN THE DISTRIBUTOR AS THE PRINCIPAL
UNDERWRITER IN CONNECTION WITH THE OFFER AND SALE OF SHARES OF THE SERIES (THE
"SHARES") AND TO FURNISH CERTAIN OTHER SERVICES TO THE SERIES AS SPECIFIED IN
THIS AGREEMENT;
WHEREAS, THIS CONTRACT HAS BEEN APPROVED AND AMENDED AND RESTATED ON THIS
DAY BY THE TRUSTEES/DIRECTORS IN ANTICIPATION OF THE DISTRIBUTOR OFFERING CLASS
T SHARES;
WHEREAS, THE DISTRIBUTOR IS WILLING TO ACT AS PRINCIPAL UNDERWRITER AND TO
FURNISH SUCH SERVICES ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH;
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL COVENANTS
HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:
\\SAREK\Legalshr\AGREEMENTS\Multi Fund Agmts\Distrib Agmt amd for Class T.doc
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1. EACH FUND HEREBY APPOINTS THE DISTRIBUTOR AS PRINCIPAL UNDERWRITER
IN CONNECTION WITH THE OFFER AND SALE OF ITS SHARES. THE DISTRIBUTOR SHALL, AS
AGENT FOR EACH FUND, SUBJECT TO APPLICABLE FEDERAL AND STATE LAW AND THE
DECLARATION OF TRUST OR ARTICLES OF INCORPORATION, AND BY-LAWS OF THE APPLICABLE
FUND AND IN ACCORDANCE WITH THE REPRESENTATIONS IN THE APPLICABLE FUND'S
REGISTRATION STATEMENT AND PROSPECTUS, AS SUCH DOCUMENTS MAY BE AMENDED FROM
TIME TO TIME: (A) PROMOTE THE SERIES; (B) ENTER INTO APPROPRIATE DEALER
AGREEMENTS WITH OTHER REGISTERED BROKER-DEALERS TO FURTHER DISTRIBUTION OF THE
SHARES; (C) SOLICIT ORDERS FOR THE PURCHASE OF THE SHARES SUBJECT TO SUCH TERMS
AND CONDITIONS AS THE APPLICABLE FUND MAY SPECIFY; (D) TRANSMIT PROMPTLY ORDERS
AND PAYMENTS FOR THE PURCHASE OF SHARES AND ORDERS FOR REDEMPTION OF SHARES TO
THE APPLICABLE FUND'S TRANSFER AGENT; AND (E) PROVIDE SERVICES AGREED UPON BY
THE APPLICABLE FUND TO SERIES SHAREHOLDERS; PROVIDED, HOWEVER, THAT THE
DISTRIBUTOR MAY SELL NO SHARES PURSUANT TO THIS AGREEMENT UNTIL THE DISTRIBUTOR
IS NOTIFIED THAT A FUND'S REGISTRATION STATEMENT UNDER THE 1933 ACT, AUTHORIZING
THE SALE OF SUCH SHARES THROUGH THE DISTRIBUTOR, HAS BECOME EFFECTIVE. THE
DISTRIBUTOR SHALL COMPLY WITH ALL APPLICABLE FEDERAL AND STATE LAWS AND OFFER
THE SHARES ON AN AGENCY OR "BEST EFFORTS" BASIS UNDER WHICH A FUND SHALL ONLY
ISSUE SUCH SHARES AS ARE ACTUALLY SOLD.
2. THE PUBLIC OFFERING PRICE OF THE SHARES SHALL BE THE NET ASSET VALUE
("NAV") PER SHARE (AS DETERMINED BY THE APPLICABLE FUND) OF THE OUTSTANDING
SHARES OF THE SERIES, PLUS THE APPLICABLE SALES CHARGE, IF ANY, AS SET FORTH IN
THE FUND'S THEN CURRENT PROSPECTUS. EACH FUND SHALL FURNISH THE DISTRIBUTOR
WITH A STATEMENT OF EACH COMPUTATION OF NAV AND OF THE DETAILS ENTERING INTO
SUCH COMPUTATION.
3. COMPENSATION.
A. DISTRIBUTION FEE.
I. CLASS A. IN CONSIDERATION OF THE DISTRIBUTOR'S SERVICES AS DISTRIBUTOR FOR
THE CLASS A SHARES OF A FUND, EACH FUND MAY PAY TO THE DISTRIBUTOR THE
DISTRIBUTION FEE AS SET FORTH IN SCHEDULE II TO THIS AGREEMENT THAT IS PAYABLE
PURSUANT TO THE FUND'S DISTRIBUTION PLAN.
II. CLASS B. IN CONSIDERATION OF THE DISTRIBUTOR'S SERVICES AS
DISTRIBUTOR FOR THE CLASS B SHARES OF A FUND, EACH FUND SHALL PAY TO THE
DISTRIBUTOR (OR ITS DESIGNEE OR TRANSFEREE) THE DISTRIBUTOR'S ALLOCABLE PORTION
OF THE DISTRIBUTION FEE; (AS SET FORTH IN SCHEDULE II TO THIS AGREEMENT) THAT IS
PAYABLE PURSUANT TO THE FUND'S DISTRIBUTION PLAN IN RESPECT OF THE CLASS B
SHARES OF A FUND. FOR PURPOSES OF THIS AGREEMENT, THE DISTRIBUTOR'S "ALLOCABLE
PORTION" OF THE DISTRIBUTION FEE SHALL BE 100% OF SUCH DISTRIBUTION FEE UNLESS
OR UNTIL THE FUND USES A PRINCIPAL UNDERWRITER OTHER THAN THE DISTRIBUTOR AND
THEREAFTER THE ALLOCABLE PORTION SHALL BE THE PORTION OF THE DISTRIBUTION FEE
ATTRIBUTABLE TO (I) CLASS B SHARES OF A FUND SOLD BY THE DISTRIBUTOR
("COMMISSION SHARES"), (II) CLASS B SHARES OF THE FUND ISSUED IN CONNECTION WITH
THE EXCHANGE OF COMMISSION SHARES OF ANOTHER FUND, AND (III) CLASS B SHARES OF
THE FUND ISSUED IN CONNECTION WITH THE REINVESTMENT OF DIVIDENDS AND CAPITAL
GAINS.
THE DISTRIBUTOR'S ALLOCABLE PORTION OF THE DISTRIBUTION FEE AND THE
CONTINGENT DEFERRED SALES CHARGES ARISING IN RESPECT OF CLASS B SHARES TAKEN
INTO ACCOUNT IN COMPUTING THE DISTRIBUTOR'S ALLOCABLE PORTION SHALL BE LIMITED
UNDER RULE 2830 OF THE CONDUCT RULES OR OTHER APPLICABLE REGULATIONS OF THE NASD
AS IF THE CLASS B SHARES TAKEN INTO ACCOUNT IN COMPUTING THE DISTRIBUTOR'S
ALLOCABLE PORTION THEMSELVES CONSTITUTED A SEPARATE CLASS OF SHARES OF A FUND.
THE SERVICES RENDERED BY THE DISTRIBUTOR FOR WHICH THE DISTRIBUTOR IS
ENTITLED TO RECEIVE THE DISTRIBUTOR'S ALLOCABLE PORTION OF THE DISTRIBUTION FEE
SHALL BE DEEMED TO HAVE BEEN COMPLETED AT THE TIME OF THE INITIAL PURCHASE OF
THE COMMISSION SHARES (WHETHER OF THE FUND OR ANOTHER FUND IN THE XXXXXXX GROUP
OF FUNDS) TAKEN INTO ACCOUNT IN COMPUTING THE DISTRIBUTOR'S ALLOCABLE PORTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE DISTRIBUTOR
SHALL BE PAID ITS ALLOCABLE PORTION OF THE DISTRIBUTION FEE NOTWITHSTANDING THE
DISTRIBUTOR'S TERMINATION AS PRINCIPAL UNDERWRITER OF THE CLASS B SHARES OF A
FUND, OR ANY TERMINATION OF THIS
AGREEMENT OTHER THAN IN CONNECTION WITH A COMPLETE TERMINATION (AS DEFINED IN
THE DISTRIBUTION PLAN) OF THE CLASS B DISTRIBUTION PLAN AS IN EFFECT ON THE DATE
OF THIS AGREEMENT. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, A FUND'S
OBLIGATION TO PAY THE DISTRIBUTION FEE TO THE DISTRIBUTOR SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY DISPUTE, OFFSET, COUNTERCLAIM OR
DEFENSE WHATSOEVER, (IT BEING UNDERSTOOD THAT NOTHING IN THIS SENTENCE SHALL BE
DEEMED A WAIVER BY A FUND OF ITS RIGHT SEPARATELY TO PURSUE ANY CLAIMS IT MAY
HAVE AGAINST THE DISTRIBUTOR AND TO ENFORCE SUCH CLAIMS AGAINST ANY ASSETS
(OTHER THAN ITS RIGHTS TO BE PAID ITS ALLOCABLE PORTION OF THE DISTRIBUTION FEE
AND TO BE PAID THE CONTINGENT DEFERRED SALES CHARGES) OF THE DISTRIBUTOR.
III. CLASS C. IN CONSIDERATION OF THE DISTRIBUTOR'S SERVICES AS
DISTRIBUTOR FOR THE CLASS C SHARES OF A FUND, EACH FUND SHALL PAY TO THE
DISTRIBUTOR THE DISTRIBUTION FEE AS SET FORTH IN SCHEDULE II TO THIS AGREEMENT
THAT IS PAYABLE PURSUANT TO THE FUND'S DISTRIBUTION PLAN.
B. SERVICE FEE. AS ADDITIONAL COMPENSATION, FOR CLASS A, CLASS B, CLASS C
AND CLASS T SHARES OF EACH SERIES, APPLICABLE FUNDS SHALL PAY THE DISTRIBUTOR A
SERVICE FEE (AS THAT TERM IS DEFINED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. ("NASD")) AS SET FORTH IN SCHEDULE III TO THIS AGREEMENT THAT IS
PAYABLE PURSUANT TO THE FUND'S DISTRIBUTION PLAN.
C. FRONT-END SALES CHARGES. AS ADDITIONAL COMPENSATION FOR THE
SERVICES PERFORMED AND THE EXPENSES ASSUMED BY THE DISTRIBUTOR UNDER THIS
AGREEMENT, THE DISTRIBUTOR MAY, IN CONFORMITY WITH THE TERMS AND CONDITIONS SET
FORTH IN THE THEN CURRENT PROSPECTUS OF EACH FUND, IMPOSE AND RETAIN FOR ITS OWN
ACCOUNT THE AMOUNT OF THE FRONT-END SALES CHARGE, IF ANY, AND MAY REALLOW A
PORTION OF ANY FRONT-END SALES CHARGE TO OTHER BROKER-DEALERS, ALL IN ACCORDANCE
WITH NASD RULES.
D. CONTINGENT DEFERRED SALES CHARGE. EACH FUND WILL PAY TO THE DISTRIBUTOR
(OR ITS DESIGNEE OR TRANSFEREE) IN ADDITION TO THE FEES SET FORTH IN SECTION 3
HEREOF ANY CONTINGENT DEFERRED SALES CHARGE IMPOSED ON REDEMPTIONS OF THAT
FUND'S CLASS A, CLASS B AND CLASS C SHARES UPON THE TERMS AND CONDITIONS SET
FORTH IN THE THEN CURRENT PROSPECTUS OF THAT FUND. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, THE DISTRIBUTOR SHALL BE PAID SUCH CONTINGENT
DEFERRED SALES CHARGES IN RESPECT OF CLASS B SHARES TAKEN INTO ACCOUNT IN
COMPUTING THE DISTRIBUTOR'S ALLOCABLE PORTION OF THE DISTRIBUTION FEE
NOTWITHSTANDING THE DISTRIBUTOR'S TERMINATION AS PRINCIPAL UNDERWRITER OF THE
CLASS B SHARES OF A FUND OR ANY TERMINATION OF THIS AGREEMENT OTHER THAN IN
CONNECTION WITH A COMPLETE TERMINATION OF THE CLASS B DISTRIBUTION PLAN AS IN
EFFECT ON THE DATE OF THIS AGREEMENT. EXCEPT AS PROVIDED IN THE PRECEDING
SENTENCE, A FUND'S OBLIGATION TO REMIT SUCH CONTINGENT DEFERRED SALES CHARGES TO
THE DISTRIBUTOR SHALL NOT BE SUBJECT TO ANY DISPUTE, OFFSET, COUNTERCLAIM OR
DEFENSE WHATSOEVER, IT BEING UNDERSTOOD THAT NOTHING IN THIS SENTENCE SHALL BE
DEEMED A WAIVER BY A FUND OF ITS RIGHT SEPARATELY TO PURSUE ANY CLAIMS IT MAY
HAVE AGAINST THE DISTRIBUTOR AND TO ENFORCE SUCH CLAIMS AGAINST ANY ASSETS
(OTHER THAN THE DISTRIBUTOR'S RIGHT TO BE PAID ITS ALLOCABLE PORTION OF THE
DISTRIBUTION FEE AND TO BE PAID THE CONTINGENT DEFERRED SALES CHARGES) OF THE
DISTRIBUTOR. NO FUND WILL WAIVE ANY CONTINGENT DEFERRED SALES CHARGE EXCEPT
UNDER THE CIRCUMSTANCES SET FORTH IN THE FUND'S CURRENT PROSPECTUS WITHOUT THE
CONSENT OF THE DISTRIBUTOR (OR, IF RIGHTS TO PAYMENT HAVE BEEN TRANSFERRED, THE
TRANSFEREE), WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
4. PAYMENTS TO DISTRIBUTOR'S TRANSFEREES. THE DISTRIBUTOR MAY TRANSFER
THE RIGHT TO PAYMENTS HEREUNDER (BUT NOT ITS OBLIGATIONS HEREUNDER) IN ORDER TO
RAISE FUNDS TO COVER DISTRIBUTION EXPENDITURES, AND ANY SUCH TRANSFER SHALL BE
EFFECTIVE UPON WRITTEN NOTICE FROM THE DISTRIBUTOR TO THE FUND. IN CONNECTION
WITH THE FOREGOING, THE FUND IS AUTHORIZED TO PAY ALL OR A PART OF THE
DISTRIBUTION FEE AND/OR CONTINGENT DEFERRED SALES CHARGES IN RESPECT OF CLASS B
SHARES DIRECTLY TO SUCH TRANSFEREE AS DIRECTED BY THE DISTRIBUTOR.
5. CHANGES IN COMPUTATION OF FEE, ETC. AS LONG AS THE CLASS B
DISTRIBUTION PLAN IS IN EFFECT, A FUND SHALL NOT CHANGE THE MANNER IN WHICH THE
CLASS B DISTRIBUTION FEE IS COMPUTED (EXCEPT AS MAY BE REQUIRED BY A CHANGE IN
APPLICABLE LAW OR A CHANGE IN ACCOUNTING POLICY ADOPTED BY THE INVESTMENT
COMPANIES COMMITTEE OF THE AICPA AND APPROVED BY FASB THAT RESULTS IN A
DETERMINATION BY A FUND'S INDEPENDENT ACCOUNTANTS THAT ANY OF THE SALES CHARGES
IN RESPECT OF SUCH FUND, WHICH ARE NOT CONTINGENT DEFERRED SALES CHARGES AND
WHICH ARE NOT YET DUE AND PAYABLE, MUST BE ACCOUNTED FOR BY SUCH FUND AS A
LIABILITY IN ACCORDANCE WITH GAAP).
6. AS USED IN THIS AGREEMENT, THE TERM "REGISTRATION STATEMENT" SHALL
MEAN THE REGISTRATION STATEMENT MOST RECENTLY FILED BY A FUND WITH THE
SECURITIES AND EXCHANGE COMMISSION AND EFFECTIVE UNDER THE 1933 ACT, AS SUCH
REGISTRATION STATEMENT IS AMENDED BY ANY AMENDMENTS THERETO AT THE TIME IN
EFFECT, AND THE TERM "PROSPECTUS" SHALL MEAN THE FORM OF PROSPECTUS FILED BY A
FUND AS PART OF THE REGISTRATION STATEMENT.
7. THE DISTRIBUTOR SHALL PRINT AND DISTRIBUTE TO PROSPECTIVE INVESTORS
PROSPECTUSES, AND MAY PRINT AND DISTRIBUTE SUCH OTHER SALES LITERATURE, REPORTS,
FORMS, AND ADVERTISEMENTS IN CONNECTION WITH THE SALE OF THE SHARES AS COMPLY
WITH THE APPLICABLE PROVISIONS OF FEDERAL AND STATE LAW. IN CONNECTION WITH
SUCH SALES AND OFFERS OF SALE, THE DISTRIBUTOR SHALL GIVE ONLY SUCH INFORMATION
AND MAKE ONLY SUCH STATEMENTS OR REPRESENTATIONS, AND REQUIRE BROKER-DEALERS
WITH WHOM IT ENTERS INTO DEALER AGREEMENTS TO GIVE ONLY SUCH INFORMATION AND
MAKE ONLY SUCH STATEMENTS OR REPRESENTATIONS, AS ARE CONTAINED IN THE PROSPECTUS
OR IN INFORMATION FURNISHED IN WRITING TO THE DISTRIBUTOR BY A FUND. THE FUNDS
SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY OTHER INFORMATION, STATEMENTS OR
REPRESENTATIONS GIVEN OR MADE BY THE DISTRIBUTOR, OTHER BROKER-DEALERS, OR THE
REPRESENTATIVES OR AGENTS OF THE DISTRIBUTOR OR SUCH BROKER-DEALERS. EXCEPT AS
SPECIFICALLY PERMITTED UNDER THE DISTRIBUTION PLAN UNDER RULE 12B-1 UNDER THE
1940 ACT, AS PROVIDED IN PARAGRAPH 3 OF THIS AGREEMENT, THE FUNDS SHALL BEAR
NONE OF THE EXPENSES OF THE DISTRIBUTOR IN CONNECTION WITH ITS OFFER AND SALE OF
THE SHARES.
8. EACH FUND AGREES AT ITS OWN EXPENSE TO REGISTER THE SHARES WITH THE
SECURITIES AND EXCHANGE COMMISSION, STATE AND OTHER REGULATORY BODIES, AND TO
PREPARE AND FILE FROM TIME TO TIME SUCH PROSPECTUSES, AMENDMENTS, REPORTS AND
OTHER DOCUMENTS AS MAY BE NECESSARY TO MAINTAIN THE REGISTRATION STATEMENT.
EACH FUND SHALL BEAR ALL EXPENSES RELATED TO PREPARING AND TYPESETTING ITS
PROSPECTUS(ES) AND OTHER MATERIALS REQUIRED BY LAW AND SUCH OTHER EXPENSES,
INCLUDING PRINTING AND MAILING EXPENSES RELATED TO THE FUND'S COMMUNICATIONS
WITH PERSONS WHO ARE SHAREHOLDERS OF SUCH FUND.
9. EACH FUND AGREES TO INDEMNIFY, DEFEND AND HOLD THE DISTRIBUTOR, ITS
SEVERAL OFFICERS AND DIRECTORS, AND ANY PERSON WHO CONTROLS THE DISTRIBUTOR
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 SUCH CLAIMS, DEMANDS OR LIABILITIES AND ANY
COUNSEL FEES INCURRED IN CONNECTION THEREWITH) WHICH THE DISTRIBUTOR, ITS
OFFICERS OR DIRECTORS, OR ANY SUCH CONTROLLING PERSON MAY INCUR, UNDER THE 1933
ACT OR UNDER COMMON LAW OR OTHERWISE, ARISING OUT OF OR BASED UPON ANY ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ITS REGISTRATION STATEMENT OR
PROSPECTUS OR ARISING OUT OF OR BASED UPON ANY ALLEGED OMISSION TO STATE A
MATERIAL FACT REQUIRED TO BE STATED IN EITHER THEREOF OR NECESSARY TO MAKE THE
STATEMENTS IN EITHER THEREOF NOT MISLEADING, PROVIDED THAT IN NO EVENT SHALL
ANYTHING CONTAINED IN THIS AGREEMENT BE CONSTRUED SO AS TO PROTECT THE
DISTRIBUTOR AGAINST ANY LIABILITY TO A FUND OR ITS SHAREHOLDERS TO WHICH THE
DISTRIBUTOR WOULD OTHERWISE BE SUBJECT BY REASON OF WILLFUL MISFEASANCE, BAD
FAITH, OR GROSS NEGLIGENCE, IN THE PERFORMANCE OF ITS DUTIES, OR BY REASON OF
ITS RECKLESS DISREGARD OF ITS OBLIGATIONS AND DUTIES UNDER THIS AGREEMENT.
10. THE DISTRIBUTOR AGREES TO INDEMNIFY, DEFEND AND HOLD EACH FUND,
THEIR SEVERAL OFFICERS AND DIRECTORS, AND ANY PERSON WHO CONTROLS A FUND 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 SUCH CLAIMS, DEMANDS OR LIABILITIES AND ANY COUNSEL
FEES INCURRED IN CONNECTION THEREWITH) WHICH A FUND, ITS OFFICERS OR DIRECTORS,
OR ANY SUCH CONTROLLING PERSON MAY INCUR, UNDER THE 1933 ACT OR UNDER COMMON LAW
OR OTHERWISE, ARISING OUT OF OR BASED UPON ANY ALLEGED UNTRUE STATEMENT OR A
MATERIAL FACT CONTAINED IN INFORMATION FURNISHED IN WRITING BY THE DISTRIBUTOR
TO THE FUNDS FOR USE IN THE REGISTRATION STATEMENT OR PROSPECTUS(ES) OR ARISING
OUT OF OR BASED UPON ANY ALLEGED OMISSION TO STATE A MATERIAL FACT IN CONNECTION
WITH SUCH INFORMATION REQUIRED TO BE STATED IN THE REGISTRATION STATEMENT OR
PROSPECTUS(ES) OR NECESSARY TO MAKE SUCH INFORMATION NOT MISLEADING.
11. EACH FUND RESERVES THE RIGHT AT ANY TIME TO WITHDRAW ALL OFFERINGS
OF THE SHARES BY WRITTEN NOTICE TO THE DISTRIBUTOR AT ITS PRINCIPAL OFFICE.
12. THE DISTRIBUTOR IS AN INDEPENDENT CONTRACTOR AND SHALL BE AGENT FOR A
FUND ONLY IN RESPECT TO THE OFFER, SALE AND REDEMPTION OF THAT FUND'S SHARES.
13. THE SERVICES OF THE DISTRIBUTOR TO A FUND UNDER THIS AGREEMENT ARE
NOT TO BE DEEMED EXCLUSIVE, AND THE DISTRIBUTOR SHALL BE FREE TO RENDER SIMILAR
SERVICES OR OTHER SERVICES TO OTHERS SO LONG AS ITS SERVICES HEREUNDER ARE NOT
IMPAIRED THEREBY.
14. THE DISTRIBUTOR ACKNOWLEDGES THAT IT HAS RECEIVED NOTICE OF AND
ACCEPTS THE LIMITATIONS UPON THE LIABILITY OF ANY FUND ORGANIZED AS A BUSINESS
TRUST SET FORTH IN SUCH FUND'S DECLARATION OF TRUST. THE DISTRIBUTOR AGREES
THAT THE OBLIGATIONS OF SUCH FUNDS HEREUNDER IN ANY CASE SHALL BE LIMITED TO
SUCH FUNDS AND TO THEIR ASSETS AND THAT THE DISTRIBUTOR SHALL NOT SEEK
SATISFACTION OF ANY SUCH OBLIGATION FROM THE SHAREHOLDERS OF SUCH A FUND NOR
FROM ANY TRUSTEE, OFFICER, EMPLOYEE OR AGENT OF SUCH FUND.
15. THE FUNDS SHALL NOT USE THE NAME OF THE DISTRIBUTOR IN ANY
PROSPECTUS, SALES LITERATURE OR OTHER MATERIAL RELATING TO THE FUNDS IN ANY
MANNER NOT APPROVED PRIOR THERETO BY THE DISTRIBUTOR; PROVIDED, HOWEVER, THAT
THE DISTRIBUTOR SHALL APPROVE ALL USES OF ITS NAME WHICH MERELY REFER IN
ACCURATE TERMS TO ITS APPOINTMENT HEREUNDER OR WHICH ARE REQUIRED BY THE
SECURITIES AND EXCHANGE COMMISSION OR A STATE SECURITIES COMMISSION; AND,
PROVIDED FURTHER, THAT IN NO EVENT SHALL SUCH APPROVAL BE UNREASONABLY WITHHELD.
THE DISTRIBUTOR SHALL NOT USE THE NAME OF ANY FUND IN ANY MATERIAL RELATING TO
THE DISTRIBUTOR IN ANY MANNER NOT APPROVED PRIOR THERETO BY THE FUND; PROVIDED,
HOWEVER THAT THE FUNDS SHALL APPROVE ALL USES OF THEIR NAMES WHICH MERELY REFER
IN ACCURATE TERMS TO THE APPOINTMENT OF THE DISTRIBUTOR HEREUNDER OR WHICH ARE
REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION OR A STATE SECURITIES
COMMISSION; AND, PROVIDED FURTHER, THAT IN NO EVENT SHALL SUCH APPROVAL BE
UNREASONABLY WITHHELD.
16. THE DISTRIBUTOR SHALL PREPARE WRITTEN REPORTS FOR THE BOARD OF
TRUSTEES/DIRECTORS OF EACH FUND ON A QUARTERLY BASIS SHOWING INFORMATION
CONCERNING SERVICES PROVIDED AND EXPENSES INCURRED WHICH ARE RELATED TO THIS
AGREEMENT AND SUCH OTHER INFORMATION AS FROM TIME TO TIME SHALL BE REASONABLY
REQUESTED BY A FUND'S BOARD OF TRUSTEES/DIRECTORS.
17. AS USED IN THIS AGREEMENT, THE TERMS "ASSIGNMENT," "INTERESTED
PERSON," AND "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" SHALL HAVE THE
MEANING GIVEN TO THEM BY SECTION 2(A) OF THE 1940 ACT, SUBJECT TO SUCH
EXEMPTIONS AS MAY BE GRANTED BY THE SECURITIES AND EXCHANGE COMMISSION BY ANY
RULE, REGULATION OR ORDER; PROVIDED, HOWEVER THAT, IN ORDER TO OBTAIN FINANCING,
THE DISTRIBUTOR MAY ASSIGN TO A LENDING INSTITUTION THE PAYMENTS DUE TO THE
DISTRIBUTOR UNDER THIS AGREEMENT WITHOUT IT CONSTITUTING AN ASSIGNMENT OF THE
AGREEMENT.
18. SUBJECT TO THE PROVISIONS OF SECTIONS 19 AND 20 BELOW, THIS
AGREEMENT WILL REMAIN IN EFFECT FOR TWO YEARS FROM THE DATE OF IS EXECUTION AND
FROM YEAR TO YEAR THEREAFTER, PROVIDED THAT THE DISTRIBUTOR DOES NOT NOTIFY A
FUND IN WRITING AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION DATE IN ANY
YEAR THAT IT DOES NOT WISH CONTINUANCE OF THE AGREEMENT AS TO SUCH FUND FOR AN
ADDITIONAL YEAR.
19. TERMINATION. AS TO ANY PARTICULAR FUND (OR SERIES THEREOF), THIS
AGREEMENT SHALL AUTOMATICALLY TERMINATE IN THE EVENT OF ITS ASSIGNMENT AND MAY
BE TERMINATED AT ANY TIME WITHOUT THE PAYMENT OF ANY PENALTY BY A FUND OR BY THE
DISTRIBUTOR ON SIXTY (60) DAYS' WRITTEN NOTICE TO THE OTHER PARTY. A FUND MAY
EFFECT SUCH TERMINATION BY A VOTE OF (I) A MAJORITY OF THE BOARD OF
TRUSTEES/DIRECTORS OF THE FUND, (II) A MAJORITY OF THE TRUSTEES/DIRECTORS WHO
ARE NOT INTERESTED PERSONS OF THE FUND, WHO ARE NOT PARTIES TO THIS AGREEMENT OR
INTERESTED PERSONS OF SUCH PARTIES, AND WHO HAVE NO DIRECT OR INDIRECT FINANCIAL
INTEREST IN THE OPERATION OF THE DISTRIBUTION PLAN, IN THIS AGREEMENT OR IN ANY
AGREEMENT RELATED TO SUCH FUND'S DISTRIBUTION PLAN (THE "RULE 12B-1
TRUSTEES/DIRECTORS"), OR (III) A MAJORITY OF THE OUTSTANDING VOTING SECURITIES
OF THE RELEVANT SERIES.
20. THIS AGREEMENT SHALL BE SUBMITTED FOR RENEWAL TO THE BOARD OF
TRUSTEES/DIRECTORS OF EACH FUND AT LEAST ANNUALLY AND SHALL CONTINUE IN EFFECT
ONLY SO LONG AS SPECIFICALLY APPROVED AT LEAST ANNUALLY (I) BY A MAJORITY VOTE
OF THE FUND'S BOARD OF TRUSTEES/DIRECTORS, AND (II) BY THE VOTE OF THE MAJORITY
OF THE RULE 12B-1 TRUSTEES/DIRECTORS OF THE FUND, CAST IN PERSON AT A MEETING
CALLED FOR THE PURPOSE OF VOTING ON SUCH APPROVAL.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED ON THE DATE FIRST ABOVE WRITTEN BY THEIR OFFICERS THEREUNTO DULY
AUTHORIZED.
ATTEST: EACH FUND LISTED IN THE
ATTACHED SCHEDULE I
BY:__________________________ BY:__________________________
XXXXXXX X. XXXXXXXXX
VICE PRESIDENT
ATTEST: XXXXXXX DISTRIBUTORS, INC.
BY:__________________________ BY:__________________________
XXXXXX X. XXXXXXXXXXX
SENIOR VICE PRESIDENT
SCHEDULE I
THE XXXXXXX FUND
XXXXXXX TAX-FREE RESERVES
XXXXXXX MUNICIPAL FUND
XXXXXXX SOCIAL INVESTMENT FUND
XXXXXXX WORLD VALUES FUND
XXXXXXX NEW WORLD FUND
FIRST VARIABLE RATE FUND
SCHEDULE II
FEES ARE EXPRESSED AS A PERCENTAGE OF AVERAGE ANNUAL DAILY NET ASSETS, AND ARE
PAYABLE MONTHLY.
DISTRIBUTION FEE
CLASS A* CLASS B CLASS C CLASS I
THE XXXXXXX FUND
NEW VISION SMALL
CAP FUND N/A 0.75 0.75 N/A
XXXXXXX INCOME FUND 0.25 0.75 0.75 N/A
XXXXXXX TAX-FREE RESERVES
MONEY MARKET PORTFOLIO N/A N/A N/A N/A
LIMITED-TERM PORTFOLIO N/A N/A N/A N/A
LONG-TERM PORTFOLIO 0.10 0.75 0.75 N/A
CALIFORNIA MONEY
MARKET PORT. N/A N/A N/A N/A
VERMONT MUNICIPAL N/A 0.75 0.75 N/A
XXXXXXX MUNICIPAL FUND
NATIONAL INTERMEDIATE FUND
N/A 0.75 N/A N/A
CALIFORNIA INTERMEDIATE FUND N/A 0.75 N/A N/A
MARYLAND INTERMEDIATE FUND N/A 0.75 N/A N/A
VIRGINIA INTERMEDIATE FUND N/A 0.75 N/A N/A
XXXXXXX SOCIAL INVESTMENT FUND
MANAGED GROWTH PORTFOLIO 0.10 0.75 0.75 N/A
EQUITY PORTFOLIO 0.10 0.75 0.75 N/A
BOND PORTFOLIO 0.10 0.75 0.75 N/A
MANAGED INDEX PORTFOLIO N/A 0.75 0.75 N/A
MONEY MARKET PORTFOLIO N/A N/A N/A N/A
XXXXXXX WORLD VALUES FUND
CAPITAL ACCUMULATION FUND 0.10 0.75 0.75 N/A
INTERNATIONAL EQUITY FUND 0.10 0.75 0.75 N/A
XXXXXXX NEW WORLD FUND
XXXXXXX NEW AFRICA FUND N/A 0.75 0.75 N/A
FIRST VARIABLE RATE FUND
XXXXXXX FIRST GOVERNMENT
MONEY MARKET N/A 0.75 0.75 N/A
*DISTRIBUTOR RESERVES THE RIGHT TO WAIVE ALL OR A PORTION OF THE DISTRIBUTION
FEE FROM TIME TO TIME.
DATED: FEBRUARY 1998
SCHEDULE III
FEES ARE EXPRESSED AS A PERCENTAGE OF AVERAGE ANNUAL DAILY NET ASSETS
AND ARE PAYABLE MONTHLY.
SERVICE FEE
CLASS A CLASS B CLASS C CLASS I CLASS T
THE XXXXXXX FUND
NEW VISION
SMALL CAP FUND 0.25 0.25 0.25 N/A
XXXXXXX INCOME FUND 0.25 0.25 0.25 N/A
XXXXXXX TAX-FREE RESERVES
MONEY XXXXXX XXXXXXXXX X/X X/X X/X X/X 0.25%
LIMITED-TERM PORTFOLIO N/A N/A N/A N/A
LONG-TERM PORTFOLIO 0.25 0.25 0.25 N/A
CALIFORNIA MONEY MARKET PORT. N/A N/A N/A N/A
VERMONT MUNICIPAL N/A 0.25 0.25 N/A
XXXXXXX MUNICIPAL FUND
NATIONAL INTERMEDIATE FUND 0.25 0.25 N/A N/A
CALIFORNIA INTERMEDIATE FUND 0.25 0.25 N/A N/A
MARYLAND INTERMEDIATE FUND 0.25 0.25 N/A N/A
VIRGINIA INTERMEDIATE FUND 0.25 0.25 N/A N/A
XXXXXXX SOCIAL INVESTMENT FUND
MANAGED GROWTH PORTFOLIO 0.25 0.25 0.25 N/A
EQUITY PORTFOLIO 0.25 0.25 0.25 N/A
BOND PORTFOLIO 0.25 0.25 0.25 N/A
MANAGED INDEX PORTFOLIO 0.25 0.25 0.25 N/A
MONEY MARKET PORTFOLIO 0.25 N/A N/A N/A
CLASS A CLASS B CLASS C CLASS I CLASS T
XXXXXXX WORLD VALUES FUND
CAPITAL ACCUMULATION FUND 0.25 0.25 0.25 N/A
INTERNATIONAL EQUITY FUND 0.25 0.25 0.25 N/A
XXXXXXX NEW WORLD FUND
XXXXXXX NEW AFRICA FUND 0.25 0.25 0.25 N/A
FIRST VARIABLE RATE FUND
XXXXXXX FIRST GOVERNMENT
MONEY MARKET N/A 0.25 0.25 N/A 0.25%
DATED: DEC. 1998
Distributor reserves the right to waive all or a portion of the service fees
from time to time. For money market portfolios, Class A shall refer to Class O,
or if the portfolio does not have multiple classes, then to the portfolio
itself.
Distributor charges the service fee only on assets in excess of $30 million.
Distributor reserves the right to waive all or a portion of the service fees
from time to time. For money market portfolios, Class A shall refer to Class O,
or if the portfolio does not have multiple classes, then to the portfolio
itself.
