EXHIBIT e(1)
ING MUTUAL FUNDS
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
September 23, 2002
ING Funds Distributor, Inc.
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Re: Underwriting Agreement
Ladies and Gentlemen:
ING MUTUAL FUNDS is a Delaware business trust operating as an open-end
management investment company (hereinafter referred to as the "Trust"). The
Trust is registered as such under the Investment Company Act of 1940, as amended
(the "1940 Act"), and its shares are registered under the Securities Act of
1933, as amended (the "1933 Act"). The Trust, on behalf of each of the series
listed on Schedule A hereto, which may be amended from time to time by ING Funds
Distributor, Inc. (each a "Fund," collectively the "Funds"), desires to offer
and sell the authorized but unissued shares of the Funds to the public in
accordance with applicable federal and state securities laws.
You have informed us that ING Funds Distributor, Inc. is registered as
a broker-dealer under the provisions of the Securities Exchange Act of 1934 and
is a member in good standing of the National Association of Securities Dealers,
Inc. You have indicated your desire to act as the exclusive selling agent and
principal underwriter for the shares of the Funds. We have been authorized by
the Trust to execute and deliver this Agreement to you by a resolution of our
Board of Trustees (the "Trustees") adopted at a meeting of the Trustees, at
which a majority of Trustees, including a majority of our Trustees who are not
otherwise interested persons of our investment manager or its related
organizations, were present and voted in favor of the said resolution approving
this Underwriting Agreement.
1. Appointment of Underwriter. Upon the execution of this
Agreement and in consideration of the agreements on your part herein expressed
and upon the terms and conditions set forth herein, we hereby appoint you as the
exclusive distributor of the shares (other than sales made directly by the Trust
without sales charge) and agree that we will deliver to you such shares as may
be sold through your efforts. You agree to use your best efforts to promote the
sale of the shares, but you are not obligated to sell any specific number of the
shares.
2. Independent Contractor. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind the Trust or the Fund by your actions, conduct or
contracts, except that you are authorized to accept orders for the purchase or
repurchase of the shares as our agent. You may appoint sub- agents or distribute
the shares through dealers (or otherwise) as you may determine necessary or
desirable from time to time. This Agreement shall not, however, be construed as
authorizing any
dealer or other person to accept orders for sale or repurchase on our behalf or
to otherwise act as our agent for any purpose.
3. Offering Price. Shares of the Funds shall be offered at a
price equivalent to the net asset value plus, as appropriate, a variable
percentage of the public offering price as a sales load, as set forth in the
Funds' Prospectus. On each business day on which the New York Stock Exchange is
open for business, we will furnish you with the net asset value of the shares,
which shall be determined and become effective as of the time described in the
Funds' Prospectus. The net asset value so determined shall apply to all orders
for the purchase of the shares received by dealers prior to the time as of which
net asset value is determined, and you are authorized in your capacity as our
agent to accept orders and confirm sales at such net asset value; provided that,
such dealers notify you of the time when they received the particular order and
that the order is placed with you prior to the time as of which net asset value
is determined. To the extent that our Shareholder Servicing and Transfer Agent
(collectively, "Agent") and the Custodian(s) for any pension, profit-sharing,
employer or self-employed plan receive payments on behalf of the investors, such
Agent and Custodian(s) shall be required to record the time of such receipt with
respect to each payment, and the applicable net asset value shall be that which
is next determined and effective after the time of receipt by them. In all
events, you shall forthwith notify all of the dealers comprising your selling
group and the Agent and Custodian(s) of the effective net asset value as
received from us. Should we at any time calculate our net asset value more
frequently than once each business day, you and we will follow procedures with
respect to such additional price or prices comparable to those set forth above
in this Section 3.
4. Orders. You shall promptly advise us of all purchase orders
for shares of the Funds received by you. Any order may be rejected by us;
provided, however, that we and the Trust will not arbitrarily or without
reasonable cause refuse to accept or confirm orders for the purchase of shares
of the Funds. We or our agent will confirm orders upon receipt, will make
appropriate book entries and, upon receipt by the Trust (or its agent) of
payment therefor, will deliver deposit receipts for the shares.
5. Sales Commission.
(a) In respect of each Class of Shares other than Class B
Shares:
(i) You shall be entitled to receive a sales
commission on the sale of shares of the Funds in the amounts and according to
the procedures set forth in the Funds' Prospectus then in effect under the 1933
Act (including any supplements or amendments thereto).
(ii) In addition to the payments of the sales
commissions to you provided for in paragraph 5(a)(i), you may also receive
reimbursement for expenses or a maintenance or trail fee as may be required by
and described in the distribution plans adopted by the Fund pursuant to Rule
12b-l under the 1940 Act (the "Distribution Plans").
(b) In respect of the Class B Shares of the Funds, the
following provisions shall apply:
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(i) In consideration of your services as
principal underwriter of the Funds' Class B Shares pursuant to this Underwriting
Agreement and our distribution plan pursuant to Rule 12b-l under the 1940 Act in
respect of such shares (the "Class B Distribution Plan"), we agree: (I) to pay
to you monthly in arrears your "Allocable Portion" (as hereinafter defined) of a
fee (the "Distribution Fee") which shall accrue daily in an amount equal to the
product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net
asset value of the Class B Shares of the Fund outstanding on such day, and (II)
to withhold from redemption proceeds your Allocable Portion of the Contingent
Deferred Sales Charges ("CDSCs") and to pay the same over to you or at your
direction.
(ii) The Allocation Schedule attached hereto as
Schedule B and each of the provisions set forth in clauses (I) through (V) of
the second sentence of Section 1(A) of the Class B Distribution Plan as in
effect on the date hereof, together with the related definitions, are hereby
incorporated herein by reference with the same force and effect as if set forth
herein in their entirety.
(iii) In addition to the payments of amounts
provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for
expenses or a maintenance or trail fee as may be required by and described in
the Class B Distribution Plan or in a Shareholder Servicing Plan applicable to
the Funds.
(c) You may allow appointed sub-agents or dealers such
commissions or discounts (not exceeding the total sales commission) as you shall
deem advisable, so long as any such commissions or discounts are set forth in
the Funds' then current Prospectus, to the extent required by the applicable
federal and state securities laws.
6. Payment of Shares. At or prior to the time of delivery of any
of our shares you will pay or cause to be paid to the Custodian, for our
account, an amount in cash equal to the net asset value of such shares. In the
event that you pay for shares sold by you prior to your receipt of payment from
purchasers, you are authorized to reimburse yourself for the net asset value of
such shares from the offering price of such shares when received by you.
7. Redemption. We represent that any of the outstanding shares of
the Funds may be tendered for redemption at any time, and we represent that the
Trust will repurchase or redeem the shares so tendered in accordance with the
Trust's Declaration of Trust and Bylaws and the applicable provisions of the
Funds' Prospectus. The price to be paid to redeem or repurchase the shares shall
be equal to the net asset value, less any applicable contingent deferred sales
charge, if any, determined as set forth in the applicable Prospectus (the
"redemption price").
8. Registration of Shares. No shares shall be registered on our
books until (i) receipt by us of your written request therefor; (ii) receipt by
the Custodian and Agent of a certificate signed by an officer of the Trust
stating the amount to be received therefor; and (iii) receipt of payment of that
amount by the Custodian. We will provide for the recording of all shares
purchased in unissued form in "book accounts," unless a request in writing for
certificates is received by the Agent, in which case certificates for shares in
such names and amounts as is
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specified in such writing will be delivered by the Agent, as soon as practicable
after registration thereof on the books.
9. Purchases for Your Own Account. You shall not purchase shares
for your own account for purposes of resale to the public, but you may purchase
shares for your own investment account upon your written assurance that the
purchase is for investment purposes only and that the shares will not be resold
except through redemption by us.
10. Sale of Shares to Affiliates. You may sell the Class A and
Class C shares at net asset value, without a sales charge as appropriate,
pursuant to a uniform offer described in the Funds' current Prospectus (i) to
our Trustees and officers, our investment manager or your company or affiliated
companies thereof, (ii) to the bona fide, full time employees or sales
representatives of any of the foregoing who have acted as such for at least
ninety (90) days, (iii) to any trust, pension, profit-sharing, or other benefit
plan for such persons, or (iv) to any other person set forth in the Funds' then
current Prospectus; provided that such sales are made in accordance with the
rules and regulations under the 1940 Act and that such sales are made upon the
written assurance of the purchaser that the purchases are made for investment
purposes only, not for the purpose of resale to the public and that the shares
will not be resold except through redemption by us.
11. Allocation of Expenses.
(a) We will pay the following expenses in connection with
the sales and distribution of shares of the Fund:
(i) expenses pertaining to the preparation of
our audited and certified financial statements to be included
in any amendments ("Amendments") to our Registration Statement
under the 1933 Act, including the Prospectuses and Statements
of Additional Information included therein;
(ii) expenses pertaining to the preparation
(including legal fees) and printing of all Amendments or
supplements filed with the Securities and Exchange Commission,
including the copies of the Prospectuses and Statements of
Additional Information included in such Amendments and the
first ten (10) copies of the definitive Prospectuses and
Statements of Additional Information or supplements thereto,
other than those necessitated by or related to your (including
your "Parents") activities where such amendments or
supplements result in expenses which we would not otherwise
have incurred;
(iii) expenses pertaining to the preparation,
printing, and distribution of any reports or communications,
including Prospectuses and Statements of Additional
Information, which are sent to our existing shareholders;
(iv) filing and other fees to federal and state
securities regulatory authorities necessary to register and
maintain registration of the shares; and
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(v) expenses of the Agent, including all costs
and expenses in connection with the issuance, transfer and
registration of the shares, including but not limited to any
taxes and other governmental charges in connection therewith.
(b) Except to the extent that you are entitled to
reimbursement under the provisions of any of the Distribution
Plans for the Fund, you will pay the following expenses:
(i) expenses of printing additional copies of
the Prospectus and Statement of Additional Information and any
amendments or supplements thereto which are necessary to
continue to offer our shares to the public;
(ii) expenses pertaining to the preparation
(excluding legal fees) and printing of all amendments and
supplements to our Registration Statement if the Amendment or
supplement arises from or is necessitated by or related to
your (including your "Parent") activities where those expenses
would not otherwise have been incurred by us; and
(iii) expenses pertaining to the printing of
additional copies, for use by you as sales literature, of
reports or other communications which have been prepared for
distribution to our existing shareholders or incurred by you
in advertising, promoting and selling our shares to the
public.
12. Furnishing of Information. We will furnish to you such
information with respect to our company and its shares, in such form and signed
by such of our officers as you may reasonably request, and we warrant that the
statements therein contained when so signed will be true and correct. We will
also furnish you with such information and will take such action as you may
reasonably request in order to qualify our shares for sale to the public under
the Blue Sky Laws or in jurisdictions in which you may wish to offer them. We
will furnish you at least annually with audited financial statements of our
books and accounts certified by independent public accountants, and with such
additional information regarding our financial condition, as you may reasonably
request from time to time.
13. Conduct of Business. Other than the currently effective
Prospectus and Statement of Additional Information, you will not issue any sales
material or statements except literature or advertising which conforms to the
requirements of federal and state securities laws and regulations and which have
been filed, where necessary, with the appropriate regulatory authorities. You
will furnish us with copies of all such material prior to their use and no such
material shall be published if we shall reasonably and promptly object.
You shall comply with the applicable federal and state laws and
regulations where our shares are offered for sale and conduct your affairs with
us and with dealers, brokers or investors in accordance with the Conduct Rules
of the National Association of Securities Dealers, Inc.
14. Redemption or Repurchase within Seven Days. If shares are
tendered to us for redemption or are repurchased by us within seven (7) business
days after your acceptance of the original purchase order for such shares, you
will immediately refund to us the full amount of any
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sales commission (net of allowances to dealers or brokers) allowed to you on the
original sale, and will promptly, upon receipt thereof, pay to us any refunds
from dealers or brokers of the balance of sales commissions reallowed by you. We
shall notify you of such tender for redemption within ten (10) days of the day
on which notice of such tender for redemption is received by us.
15. Other Activities. Your services pursuant to this Agreement
shall not be deemed to be exclusive, and you may render similar services and act
as an underwriter, distributor or dealer for other investment companies in the
offering of their shares.
16. Term of Agreement. This Agreement shall become effective on
the date first written above or on such later date approved by the Trust's Board
of Trustees, including a majority of those Trustees who are not parties to this
Agreement or interested persons (as such term is defined in the 1940 Act)
thereof. Unless terminated as provided herein, the Agreement shall continue in
full force and effect with respect to each Fund until the Reapproval Date set
forth for such Fund on Schedule A to this Agreement. Thereafter, this Agreement
shall continue in effect from year to year for successive one (1) year periods
if approved at least annually (i) by a vote of a majority of the outstanding
voting securities of the Fund or by a vote of the Trustees of the Trust, and
(ii) by a vote of a majority of the Trustees of the Trust who are not interested
persons or parties to this Agreement (other than as Trustees of the Trust), cast
in person at a meeting called for the purpose of voting on this Agreement.
17. Termination. This Agreement: (i) may be terminated at any time
without the payment of any penalty, either by vote of the Trustees of the Trust
or by a vote of a majority of the outstanding voting securities of the Fund, on
sixty (60) days' written notice to you; (ii) shall terminate immediately in the
event of its assignment; and (iii) may be terminated by you on sixty (60) days'
written notice to us.
18. Suspension of Sales. We reserve the right at all times to
suspend or limit the public offering of the shares upon written notice to you,
and to reject any order in whole or in part.
19. Miscellaneous. This Agreement shall be subject to the laws of
the State of Arizona and shall be interpreted and construed to further and
promote the operation of the Trust as an open-end investment company. As used
herein, the terms "Net Asset Value," "Offering Price," "Investment Company,"
"Open-End Investment Company," "Assignment," "Principal Underwriter,"
"Interested Person," "Parents," and "Majority of the Outstanding Voting
Securities," shall have the meanings set forth in the 1933 Act and the 1940 Act,
as applicable, and the rules and regulations promulgated thereunder.
20. Liability. Nothing contained herein shall be deemed to protect
you against any liability to us or to our shareholders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
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21. Amendment. This Agreement may be amended with respect to the
Fund by the parties only if such amendment is specifically approved by (a) the
Trustees or by the vote of a majority of the outstanding voting securities of
the Fund, and (b) by the vote of a majority of the disinterested Trustees cast
in person at a meeting called for the purpose of voting on such amendment.
If the foregoing meets with your approval, please acknowledge your
acceptance by signing each of the enclosed counterparts hereof and returning
such counterparts to us, whereupon this shall constitute a binding agreement as
of the date first above written.
Very truly yours,
ING MUTUAL FUNDS
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
By: Xxxxxxx X. Xxxxxx
Executive Vice President
Agreed to and Accepted:
ING FUNDS DISTRIBUTOR, INC.
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
By: Xxxxx X. Xxxxxxxx
Senior Executive Vice President
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AMENDED SCHEDULE A
WITH RESPECT TO THE
UNDERWRITING AGREEMENT
BETWEEN
ING MUTUAL FUNDS
AND
ING FUNDS DISTRIBUTOR, LLC
EFFECTIVE: FEBRUARY 25, 2003
LAST CONTINUED/
NAME OF FUND APPROVED BY BOARD REAPPROVAL DATE
-------------------------------------- ----------------- -----------------
ING Emerging Countries Fund August 20, 2002 September 1, 2003
ING Global Real Estate Fund August 20, 2002 September 1, 2003
ING Global Technology Fund August 20, 2002 September 1, 2003
ING International Fund August 20, 2002 September 1, 2003
ING International SmallCap Growth Fund August 20, 2002 September 1, 2003
ING Precious Metals Fund August 20, 2002 September 1, 2003
ING Russia Fund August 20, 2002 September 1, 2003
ING Worldwide Growth Fund August 20, 2002 September 1, 2003
ING Global Equity Dividend Fund* February 25, 2003 September 1, 2004
* This Amended Schedule A to the Underwriting Agreement will be effective with
respect to this Fund upon the effective date of the initial Registration
Statement with respect to the Fund.
SCHEDULE A
WITH RESPECT TO THE
UNDERWRITING AGREEMENT
BETWEEN
ING MUTUAL FUNDS
AND
ING FUNDS DISTRIBUTOR, INC.
EFFECTIVE: SEPTEMBER 23, 2002
LAST CONTINUED/
NAME OF FUND APPROVED BY BOARD REAPPROVAL DATE
-------------------------------------- ----------------- -----------------
ING Emerging Countries Fund August 20, 2002 September 1, 2003
ING Global Real Estate Fund August 20, 2002 September 1, 2003
ING Global Technology Fund August 20, 2002 September 1, 2003
ING International Fund August 20, 2002 September 1, 2003
ING International SmallCap Growth Fund August 20, 2002 September 1, 2003
ING Precious Metals Fund August 20, 2002 September 1, 2003
ING Russia Fund August 20, 2002 September 1, 2003
ING Worldwide Growth Fund August 20, 2002 September 1, 0000
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XXXXXXXX X
WITH RESPECT TO THE
UNDERWRITING AGREEMENT
BETWEEN
ING MUTUAL FUNDS
ING FUNDS DISTRIBUTOR, INC.
EFFECTIVE: SEPTEMBER 23, 2002
UNDERWRITING AGREEMENT ALLOCATION PROCEDURES
CDSCs and Distribution Fees related to Shares of each separate
series of ING Mutual Funds, as described in the Underwriting Agreement (each a
"Fund," collectively the "Funds") shall be allocated by such Fund among ING
Funds Distributor, Inc. (the "Distributor") and any replacement principal
underwriter for Shares of such Fund (the "Successor Distributor") in accordance
with this Schedule B.
Defined terms used in this Schedule B and not otherwise
defined herein shall have the meaning assigned to them in the Underwriting
Agreement for Shares of each Fund to which this Schedule B is attached. As used
herein the following terms shall have the meanings indicated.
"Commission Share" means, in respect of any Fund, each Share
of such Fund which is issued under circumstances which would normally give rise
to an obligation of the holder of such Share to pay a CDSC upon redemption of
such Share (including, without limitation, any Share of such Fund issued in
connection with a Free Exchange) and any such Share shall continue to be a
Commission Share of such Fund prior to the redemption (including a redemption in
connection with a Free Exchange) or conversion of such Share, even though the
obligation to pay the CDSC 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 CDSC payable on
redemption thereof, if any, is computed.
"Free Exchange" means an exchange of a Commission Share of one
Fund for a Commission Share of another Fund under circumstances where the CDSC
which would have been payable in respect of a redemption of the exchanged
Commission Share on the date of such exchange is waived and the Commission Share
issued in such exchange is treated as a
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continuation of the investment in the Commission Share exchanged for purposes of
determining the CDSC payable if such Commission Share issued in the exchange is
thereafter redeemed.
"Free Share" means, in respect of any Fund, each Share of such
Fund, other than a Commission Share, including, without limitation, any Share
issued in connection with the reinvestment of dividends or capital gains.
"Inception Date" means, in respect of any Fund, the first date
on which such Fund issued Shares.
"Net Asset Value" means, (i) with respect to any Fund, as of
the date any determination thereof is made, the net asset value of such Fund
computed in the manner such value is required to be computed by such Fund in its
reports to its shareholders, and (ii) with respect to any Share of such Fund as
of any date, the quotient obtained by dividing: (A) the net asset value of such
Fund (as computed in accordance with clause (i) above) allocated to Shares of
such Fund (in accordance with the constituent documents for such Fund) as of
such date, by (B) the number of Shares of such Fund outstanding on such date.
"Omnibus Share" means, in respect of the Fund, a Commission
Share or Free Share sold by one of the Selling Agents listed on Exhibit I to
this Schedule. If the Distributor and its Transferees reasonably determine that
the Transfer Agent is able to track all Commission Shares and Free Shares sold
by any of the Selling Agents listed on Exhibit I (taking into account all
information provided to the Transfer Agent by such Selling Agent on a schedule
sufficient to enable the Transfer Agent to Complete all required reports
involving such information in a timely manner), 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 and Free Shares sold by such
Selling Agent will no longer be treated as Omnibus Shares.
"Share" means, in respect of any Fund, each Class B share of
such Fund.
PART I: ATTRIBUTION OF SHARES
Shares of each Fund, which are outstanding from time to time,
shall be attributed to the Distributor and any Successor Distributor in
accordance with the following rules;
(1) Commission Shares Other Than Omnibus Shares:
(a) Commission Shares (excluding Omnibus Shares)
attributed to the Distributor shall be Commission Shares (excluding Omnibus
Shares) the Date of Original Issuance of which occurred on or after the
Inception Date of such Fund and on or prior to the last day on which the
Distributor acts as principal underwriter of Shares for such Fund.
(b) Commission Shares (excluding Omnibus Shares)
attributable to the Successor Distributor shall be Commission Shares (excluding
Omnibus Shares) the Date of Original Issuance of which occurs on or after the
first day on which such Successor Distributor
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acts as principal underwriter of Shares for such Fund and on or prior to the
last day such Successor for Distributor acts as principal underwriter of Shares
for such Fund.
(c) A Commission Share (other than an Omnibus Share) of a
particular Fund (the "Issuing Fund'") issued in consideration of the investment
of proceeds of the redemption of a Commission Share of another Fund (the
"Redeeming Fund") in connection with a 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 Fund and any such Commission Share will be
attributed to the Distributor or Successor Distributor based upon such Date of
Original Issuance in accordance with Part I(a) and (b) above.
(d) A Commission Share (other than an Omnibus Share)
redeemed (other than in connection with a 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 Part I(a), (b) and (c) above.
(2) Free Shares Other Than Omnibus Shares:
Free Shares (excluding Omnibus Shares) of a Fund outstanding
on any date shall be attributed to the Distributor or a Successor Distributor,
as the case may be, in the same proportion that the Commission Shares (excluding
Omnibus Shares) of such Fund outstanding on such date are attributed to it on
such date; provided that the Distributor reasonably determines that the Transfer
Agent or the Selling Agent is able to produce monthly reports which track the
Date of Original Issuance for the Commission Shares related to such Free Shares,
then the Free Shares shall be allocated pursuant to clause l(a), (b) and (c)
above.
(3) Omnibus Shares:
Omnibus Shares of the Fund outstanding on any date shall be
attributed to the Distributor or a Successor Distributor, as the case may be, in
the same proportion that the Commission Shares which are not Omnibus Shares of
the Fund outstanding on such date are attributed to it 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 l(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1) CDSCs Related to the Redemption of Commission Shares
Other Than Omnibus Shares:
CDSCs in respect of the redemption of Commission Shares which
are not Omnibus Shares shall be allocated to the Distributor or Successor
Distributor depending upon whether the related redeemed Commission Share is
attributable to the Distributor or Successor Distributor, as the case may be, in
accordance with Part I above.
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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 CDSCs related to the redemption of Commission Shares are allocated to each
thereof; provided, that 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 DISTRIBUTION FEES
Assuming that the Distribution Fee remains constant over time
and among Funds so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fees
accrued in respect of all Shares of all Funds during any calendar month
allocable to the Distributor or a Successor Distributor is determined by
multiplying the total of such Distribution Fees by the following fraction:
(A + C)/2
---------
(B + D)/2
where:
A = The aggregate Net Asset Value of all Shares of all
Funds 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
Funds at the beginning of such calendar month
C = The aggregate Net Asset Value of all Shares of all
Funds 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
Funds at the end of such calendar month
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(2) If the Distributor reasonably determines that the
Fund or its 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 Funds among the Distributor and each Successor Distributor in
a manner consistent with the methodology detailed in Part I and Part III(l)
above, the portion of the Distribution Fees accrued in respect of all such
Shares of all Funds during a particular calendar month will be allocated to the
Distributor or each Successor Distributor by multiplying the total of such
Distribution Fees by the following fraction:
(A)/(B)
where:
A = Average Net Asset Value of all such Shares of all
Funds for such calendar month attributed to the Distributor or
such Successor Distributor, as the case may be
B = Total average Net Asset Value of all such Shares of
all Funds for such calendar month
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S SHARE AND SUCCESSOR DISTRIBUTORS'
SHARES
If the terms of any Underwriting Agreement, any Plan, any Prospectus,
the Conduct Rules or any other applicable law change the rate at which
Distribution Fees or Service Fees are computed with reference to the Net Asset
Value of Shares of any Fund, these allocation procedures must be revised in
light of such changes in a manner which carries out the intent of these
allocation procedures.
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EXHIBIT I
TO SCHEDULE B
SELLING AGENTS
Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx & Co, Inc.
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