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EXHIBIT 23(E)4
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This Distribution Agreement ("Agreement") is made this 27 day of
November, 1997 and amended as of September 22, 2000, by and between Monument
Series Fund, a Delaware business trust (the "Fund"), on behalf of each of its
Series (as defined below), and Monument Distributors, Inc., a Maryland
corporation ("Distributors") (collectively, the "Parties").
WHEREAS, the Fund is organized and intends to operate as an open-end
management investment company and is so registered under the Investment Company
Act of 1940, as amended, (the "Act"), and will register shares of each Series
(defined below) under the Securities Act of 1933 ("1933 Act"), to the extent
required thereby, on Form N-1A (collectively, "Registration Statement"); and
WHEREAS, the Board of Trustees of the Fund ("Board") has established
and authorized the issuance of the shares of the series listed on Schedule A
hereto (each, a "Series" and collectively, the "Series"), as the same may be
amended from time to time by mutual written agreement of the Parties ("Schedule
A"); and
WHEREAS, Distributors desires to act as the exclusive principal
underwriter, and the distributor, of the shares of each Series; and
WHEREAS, Distributors will be a broker-dealer registered under the
Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. ("NASD") prior to engaging in any act as
the exclusive principal underwriter, and the distributor, of the shares of each
Series;
WHEREAS, the Fund has entered into a Custody and Investment
Accounting Agreement, a Transfer Agency and Service Agreement, and an
Administration Agreement with other entities pursuant to which these entities
have agreed to provide a range of services to the Fund and each Series thereof;
and
WHEREAS, this contract has been approved by the Trustees of the Fund
in anticipation of the Distributor's transfer of its rights to receive the
Distribution Fee (as defined in the Distribution and Servicing Plan for Class B
Shares attached hereto as Exhibit A) and/or contingent deferred sales charges to
a financing party in order to raise funds to cover distribution expenditures:
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties agree as follows:
1. APPOINTMENT AND OBLIGATION OF UNDERWRITER.
The Fund, on behalf of each Series, hereby appoints Distributors as the
exclusive principal underwriter, and the distributor, for the sale of the shares
of each Series (except for sales made
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directly by the Fund without sales charge), effective upon Distributors'
approval for membership in the NASD, and Distributors hereby accepts such
appointment, effective at such time.
Distributors shall be obligated to perform the services for the Fund as
described in this Agreement, and, to the extent necessary or appropriate, shall
do so in coordination with service agreements entered into by the Fund with
other entities, such as, for example, the Fund's Custody and Investment
Accounting Agreement, Transfer Agency and Service Agreement, and Administration
Agreement.
2. SALE OF SERIES SHARES.
2.1 AVAILABILITY OF SHARES. The Fund, on behalf of each Series, agrees to
deliver such shares as Distributors may sell, in accordance with the
terms and conditions set forth herein and the disclosure in the
Fund's Registration Statement.
2.2 BEST EFFORTS. Distributors agrees to use its best efforts to promote
the sale of each Series' shares, but is not obligated to sell any
specific number of shares.
2.3 REJECTION OR SUSPENSION OF SALES; CORPORATE ACTIONS.
Notwithstanding anything herein to the contrary:
(a) Distributors may temporarily suspend its efforts to
effectuate sales of any Series at any time when in its
opinion no sales should be made because of market or other
economic considerations or abnormal circumstances of any
kind; and
(b) the Board may, at any time, reject for any reason any order
to purchase shares of any Series. In addition, the Board
may suspend or terminate the offering of shares of any
Series, if such action is required by law, judicial order,
or by regulatory authorities having jurisdiction, or if the
Board, in its sole discretion, acting in good faith and in
light of its fiduciary duties under applicable law,
determines that such action is in the best interests of the
shareholders of that Series. Further, the Fund reserves the
right at all times to take any corporate actions,
including, but not limited to, the dissolution, merger, and
sale of the assets of each Series, solely upon the
authorization of its Board.
2.4 OFFERING PRICE. Distributors shall offer the shares of each Series
for sale at the net asset value per share plus a sales charge, if
any, all as described in the Fund's then effective prospectus and
statement of additional information, as each may be amended or
supplemented from time to time (collectively, "Prospectus," unless
the context otherwise requires). On each business day on which the
Fund is required by Rule 22c-1 under the Act to calculate the net
asset value per share of each Series ("Business Day"), the Fund shall
furnish, or cause to be furnished, to Distributors each Series' then
current net asset value per share.
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2.5 MANNER OF OFFERING. Distributors shall offer the shares of each
Series for sale in the manner described in the Fund's Prospectus, and
only in those jurisdictions where they have been properly registered
or qualified, or are exempt from registration.
2.6 SALES COMMISSIONS. Distributors shall be entitled to a commission on
the sale of the shares of each Series in accordance with Schedule A.
(a) PAYMENTS TO DISTRIBUTORS' 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 Distributors 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
Distributors.
(b) CHANGES IN COMPUTATION OF FEE, ETC. As long as the Class B
Distribution and Service Plan is in effect, the Fund shall
not change the manner in which the 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 a determination by the 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).
2.7 ORDER AND PAYMENT PROCESSING. Distributors shall immediately transmit
to the Fund's transfer agent ("Transfer Agent") any order to purchase
shares of a Series that it receives to the Transfer Agent, and shall
immediately pay, or cause to be paid, to the Fund's custodian
("Custodian"), for the Fund's account on behalf of a Series, an
amount in cash equal to the net asset value of such shares.
Distributors shall accept orders for the purchase of shares of each
Series only to the extent of purchase orders actually received and
not in excess of such orders. Distributors shall not avail itself of
any opportunity of making a profit by expediting or withholding
orders.
2.8 PURCHASES FOR OWN ACCOUNT. Distributors shall not purchase shares for
its own account for purposes of resale to the public. Distributors,
to the extent disclosed in the Prospectus, may purchase such shares
for its own investment account at net asset value upon its written
assurance to the Fund that the purchase is for investment purposes
only and that such shares will not be resold except through
redemption by the Fund.
2.9 SALE OF SHARES TO AFFILIATES AND CERTAIN OTHER PERSONS. Distributors
may sell shares of each Series at net asset value to certain of its
and the Fund's affiliated persons, as well as certain other persons
identified in the Prospectus pursuant to the provisions of applicable
law, including Rule 22d-1 under the Act, and in accordance with the
relevant disclosures made in the Prospectus.
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2.10 SELLING GROUP AGREEMENTS. Distributors may, from time to time, effect
offers and sales of the shares of each Series through unaffiliated
broker-dealers that are registered under the 1934 Act, that are
members of the NASD, and that have entered into an appropriate
selling group agreement with Distributors, the form of which
agreement shall be approved by the Fund prior to its implementation.
Distributors may allow these broker-dealers such commissions or
discounts not exceeding the total sales commission set forth in
Schedule A, as it shall deem advisable, so long as any such
commissions or discounts are set forth in the Fund's Prospectus to
the extent required by applicable law.
3. REDEMPTION OF SERIES SHARES.
3.1 RECEIPT OF REDEMPTION REQUESTS. Distributors shall promptly forward
any redemption request that it receives to the Transfer Agent, or its
designee, each Business Day.
3.2 CASH REDEMPTIONS. Subject to paragraph 3.3, below, the Fund shall
arrange to effect any redemption request for full or fractional
shares of each Series in cash at the net asset value per share next
computed on each Business Day.
3.3 PAYMENT OF REDEMPTION PROCEEDS. To the extent that Distributors may
be deemed to effect any redemption of Fund shares, the Fund shall
request that the Transfer Agent or its designee provide for payment
of redemption proceeds no later than the third business day after
receipt of any redemption request by Distributors, pursuant to
paragraph 3.1, above, or by the Fund's Transfer Agent or its
designee; provided that the Fund shall not be liable to Distributors
in this connection.
3.4 REDEMPTIONS IN KIND. Notwithstanding anything herein to the contrary,
subject to compliance with the provisions of Section 18(f) of the
Act, the Fund reserves the right to effect all or a portion of a
redemption request for shares of each Series by payment in kind of
portfolio securities, if the Fund's Board determines that it would be
detrimental to the best interests of the shareholders of a Series to
make a redemption wholly or partially in cash.
3.5 DELAY IN PAYMENT OF REDEMPTION PROCEEDS; SUSPENSION OF REDEMPTION.
The Fund, on behalf of each Series, shall have the right to delay the
payment of redemption proceeds, and to suspend the redemption of
shares of the Series, pursuant to the conditions set forth in the
Prospectus.
3.6 CLASS B SHARES. The Fund will pay to Distributors (or its designee or
transferee), in addition to fees with respect to Class B shares, any
contingent deferred sales charge imposed on repurchases of Class B
shares upon the terms and conditions set forth in the then current
prospectus of the Fund. Notwithstanding anything to the contrary in
this Agreement, Distributors shall be paid such contingent deferred
sales charges in respect of Class B shares taken into account in
computing Distributors' Allocable Portion of the
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Distribution Fee notwithstanding Distributors' termination as general
distributor of the Class B shares of the Fund or any termination of
this Agreement other than in connection with a Complete Termination
of the Class B Distribution and Service Plan as in effect on the date
of execution of this Agreement. Except as provided in the preceding
sentence, the Fund's obligation to remit such contingent deferred
sales charges to Distributors 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 the Fund of its
right separately to pursue any claims it may have against
Distributors and to enforce such claims against any assets (other
than its right to be paid its Allocable Portion of the Distribution
Fee and to be paid the contingent deferred sales charges) of
Distributors). The Fund will not waive any contingent deferred sales
charge except under the circumstances set forth in the Fund's current
prospectus, without the consent of Distributors (or, if rights to
payment have been transferred, the transferee).
4. ALLOCATION OF EXPENSES.
4.1 GENERAL. Except as set forth herein, each Party shall bear all
expenses of fulfilling its duties and obligations under this
Agreement; provided, however, that Distributors shall bear the
expenses attributable to any sales or promotional activity, other
than those expenses borne by the Fund pursuant to a Plan of
Distribution Pursuant to Rule 12b-1, or any redemption activity that
may be deemed to be an activity of Distributors.
4.2 CLASS B SHARES. In consideration of its services as distributor for
the Class B shares of the Fund, the Fund shall pay to Distributors
(or its designee or transferee) Distributors' Allocable Portion of
the Distribution Fee (as defined in the Class B Distribution and
Service Plan) in respect of the Class B shares of that Fund. For
purposes of this Agreement, the Distributors' "Allocable Portion" of
the Distribution Fee shall be 100% of such Distribution Fee unless or
until the Fund uses a distributor other than Distributors and
thereafter the Allocable Portion shall be the portion of the
Distribution Fee attributable to: (i) Class B shares of the Fund (the
"Subject Fund") sold by the Distributor ("Commission Shares"); plus
(ii) Class B shares of the Fund issued in connection with the
exchange of Commission Shares of another Fund and or Class B shares
of another Fund in the Monument group of Funds; plus (iii) Class B
shares of the Fund issued in connection with the reinvestment of
dividends and capital gains.
Distributors' Allocable Portion of the Distribution Fee and the
contingent deferred sales charges arising in respect of Class B
shares taken into account in computing Distributors' Allocable
Portion shall be limited under applicable regulations of the National
Association of Securities Dealers, Inc. (the "NASD") as if the Class
B shares taken into account in computing Distributors' Allocable
Portion themselves constituted a separate class of shares of the
Fund.
The services rendered by Distributor for which Distributors is
entitled to receive Distributors' 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 Monument group of Funds) taken into account in
computing
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Distributors' Allocable Portion. Notwithstanding anything to the
contrary in this Agreement, Distributors shall be paid its Allocable
Portion of the Distribution Fee notwithstanding Distributors'
termination as distributor of the Class B shares of the Fund, or any
termination of this Agreement other than in connection with a
Complete Termination (as defined in the Class B Distribution and
Service Plan) of the Class B Distribution and Service Plan as in
effect on the date of execution of this Agreement. Except as provided
in the preceding sentence, the Fund's obligation to pay the
Distribution Fee to Distributors 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 the Fund of its right separately to
pursue any claims it may have against Distributors 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 Distributors).
5. MARKETING MATERIALS.
5.1 PREPARATION, PRINTING, AND DISTRIBUTION. Distributors, at its sole
cost, shall be responsible for preparing, printing, and distributing,
or causing the same to be done, all marketing materials to be used in
connection with the offer and sale of the shares of each Series. As
used herein, "marketing materials" shall mean any "advertisement" or
"sales literature," as those terms are defined in Section 2210(a) of
the NASD's Conduct Rules, as amended from time to time, and shall
include any so-called "dealer only" materials, as well as any
Prospectuses, periodic reports to shareholders ("Reports"), and other
materials sent to persons other than the then current shareholders of
each Series (except that the Fund shall bear the cost of preparing,
printing, and distributing any Prospectuses, Reports, and other
materials specified in paragraph 6.3, below).
5.2 FUND APPROVAL. Distributors shall submit definitive copies of all
marketing materials to the Fund for its approval, which shall not be
unreasonably withheld, at least five (5) business days prior to their
first use. The Fund shall be deemed to have granted its approval of
such marketing materials unless it objects within such five (5)
business day period.
5.3 REGULATORY APPROVALS. Distributors shall, to the extent required,
file in a timely manner all marketing materials with the NASD, the
Securities and Exchange Commission ("SEC"), or any other regulatory
body, as appropriate, and shall obtain any necessary approval of
these regulatory bodies of any marketing materials.
6. NON-MARKETING MATERIALS.
6.1 SHAREHOLDER CORRESPONDENCE. Distributors, at its sole cost, shall be
responsible for preparing, printing, and distributing, or causing the
same to be done, all correspondence with shareholders in its capacity
as principal underwriter, except for correspondence prepared,
printed, and distributed by Distributors at the Fund's request.
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Distributors shall, from time to time, make such correspondence
available to the Fund for review upon request.
6.2 CONFIRMATIONS. Distributors, at its sole cost, shall be responsible
for preparing, printing, and distributing in a timely manner, or
causing the same to be done, confirmations of shareholder
transactions required to be delivered to shareholders pursuant to
applicable law. Notwithstanding the foregoing, the Fund may retain
the services of a transfer agent, which services may include the
delivery of confirmations of shareholder transactions.
6.3 PROSPECTUSES, REPORTS, ETC. The Fund, at its sole cost, shall be
responsible for preparing, printing, and distributing, or causing the
same to be done, all Prospectuses, Reports, proxy materials, and
other documents required by applicable law to be provided to
shareholders of each Series, and for filing such materials with the
NASD, SEC or any other regulatory body, as appropriate, and shall
obtain any necessary approval of these regulatory bodies of these
materials.
6.4 DISTRIBUTORS' APPROVAL. The Fund shall provide Distributors with
definitive copies of all documents enumerated in paragraph 6.3 above
for Distributors' prior approval, which shall not be unreasonably
withheld, at least five (5) business days prior to their first use.
Distributors shall be deemed to have granted its approval of such
materials unless it objects within such five (5) business day period.
7. CONDUCT OF BUSINESS.
7.1 GENERAL. Distributors shall be subject to the direction and control
of the Fund in the sale of the shares of each Series. In selling
Series shares, Distributors shall comply in all respects with the
requirements of all federal and state laws and regulations and the
regulations of the NASD, relating to the sale of the shares of each
Series. Neither Distributors nor any other person is authorized by
the Fund to give any information or to make any representations,
other than those contained in the Fund's Registration Statement or
Prospectus, and any marketing materials authorized by responsible
officers of the Fund.
7.2 INDEPENDENT CONTRACTOR. Distributors shall undertake and discharge
its obligations hereunder as an independent contractor and shall,
unless otherwise expressly provided or authorized, have no authority
to act for or represent the Fund or any Series in any way and shall
not be deemed to be an employee of the Fund.
7.3 NON-EXCLUSIVE SERVICES. Distributors' services pursuant to this
Agreement shall not be deemed to be exclusive, and Distributors may
render similar services and act as an underwriter, distributor or
dealer for other investment companies in the offering of their
shares, consistent with its best efforts obligations to each Series
set forth herein.
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7.4 RECORDS. Distributors shall maintain and preserve such records as are
necessary or appropriate to record its transactions with the Fund, as
required by Section 31(a) of the Act. To the extent required,
Distributors shall promptly return to the Fund all records relating
to the Fund, free from any claim or retention of rights by
Distributors and without charge by Distributors except for its direct
expense.
8. INDEMNIFICATION.
8.1 GENERAL. Distributors shall indemnify and hold harmless the Fund and
each of its Trustees and officers (or former Trustees and officers)
and each person, if any, who controls the Fund within the meaning of
Section 15 of the 1933 Act (collectively, "Indemnitees") against any
loss, liability, claim, damage, or expense (including the reasonable
cost of investigating and defending against the same and any counsel
fees reasonably incurred in connection therewith) incurred by any
Indemnitee under the 1933 Act or under common law or otherwise, which
arise out of or are based upon:
(a) any untrue or alleged untrue statement of a material fact
contained in information furnished to the Fund by
Distributors for use in the Fund's Registration Statement,
Prospectus, Reports or other documents sent to its
shareholders,
(b) any omission or alleged omission to state a material fact
in connection with information furnished to the Fund by
Distributors for use in the Fund's Registration Statement,
Prospectus, Reports or other documents sent to its
shareholders, which fact is required to be stated in any of
such documents or necessary to make such information not
misleading,
(c) any misrepresentation or omission or alleged
misrepresentation or omission to state a material fact on
the part of Distributors or any agent or employee of
Distributors or any other person for whose acts
Distributors is responsible, unless such misrepresentation
or omission or alleged misrepresentation or omission was
made in reliance on written information furnished by the
Fund, or
(d) the willful misconduct or failure to exercise reasonable
care and diligence on the part of Distributors or any agent
or employee of Distributors or any other person for whose
acts Distributors is responsible with respect to services
rendered under this Agreement. This indemnity provision,
however, shall not operate to protect any officer or
Director of the Fund from any liability to the Fund or any
shareholder by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her
duties.
8.2 LIMITATIONS; NOTICE OF CLAIM; ASSUMPTION OF DEFENSE. In case any
action shall be brought against any Indemnitee, Distributors shall
not be liable under its indemnity agreement contained in paragraph
8.1, above, with respect to any claim made against any Indemnitee,
unless the Indemnitee shall have notified Distributors in writing
within a reasonable time after the summons or other first legal
process giving information
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of the nature of the claim shall have been served upon the Indemnitee
(or after the Indemnitee shall have received notice of such service
on any designated agent), but failure to notify Distributors of any
such claim shall not relieve it from liability to the Indemnitees
against whom such action is brought otherwise than on account of
paragraph 8.1, above. Distributors shall be entitled to participate
at its own expense in the defense, or, if it so elects, to assume the
defense of any suit brought to enforce any such liability, but if
Distributors elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to the Indemnitees
that are defendants in the suit. In the event Distributors elects to
assume the defense of any such suit and retain such counsel, the
Indemnitees that are defendants in the suit shall bear the fees and
expenses of any additional counsel retained by them, but, in case
Distributors does not elect to assume the defense of any such suit,
Distributors will reimburse the Indemnitees that are defendants in
the suit for the reasonable fees and expenses of any counsel retained
by them. Distributors shall promptly notify the Fund of the
commencement of any litigation or proceedings in connection with the
issuance or sales of the Fund's shares.
9. TERM AND TERMINATION.
9.1 TERM. This Agreement shall become effective upon Distributors'
approval for membership in the NASD, and shall remain in force for
two years from such date, and thereafter, but only so long as such
continuance is specifically approved at least annually by (i) the
Board of Trustees, or by the vote of a majority of the outstanding
voting securities of each Series, cast in person or by proxy, and
(ii) a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, the Board of Trustees may, from time
to time, establish a new effective date for the continuance of this
Agreement with respect to any Series, provided that such new
effective date precedes the then current termination date of this
Agreement. Any approval of this Agreement by the holders of a
majority of the outstanding voting securities of any Series shall be
effective to continue this Agreement with respect to that Series
notwithstanding (i) that this Agreement has not been approved by the
vote of a majority of the outstanding voting securities of any other
Series affected thereby, and (ii) that this Agreement has not been
approved by the vote of a majority of the outstanding voting
securities of the Fund, unless such approval shall be required by any
other applicable law or otherwise.
9.2 TERMINATION. This Agreement may be terminated at any time without the
payment of any penalty, by the Board of TrusteesTrustees, by vote of
a majority of the outstanding voting securities of a Series, or by
Distributors, on sixty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its
assignment.
10. DEFINITIONS.
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As used herein the terms "net asset value," "offering price," "investment
company," "open-end management investment company," "assignment," "principal
underwriter," "interested person," "affiliated person," and "majority of the
outstanding voting securities" shall have the meanings set forth in the 1933 Act
or the Act, and the rules and regulations thereunder. Nothing herein contained
shall require the Fund to take any action contrary to any provision of its
Articles of Incorporation, By-Laws, or any applicable statute or regulation.
11. NOTICES.
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, it is agreed that the address of both the Fund and Distributors shall be
7920 Norfolk Avenue, Suite 500, Bethesda, Maryland 20814.
12. SEVERABILITY.
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.
13. CONFIDENTIALITY.
Distributors shall not disclose or use any records or information obtained
pursuant to this Agreement, pursuant to its relationship with the Fund, or in
the course of discharging its obligations hereunder, in any manner whatsoever
except as expressly authorized by this Agreement or in a writing by the Fund, or
as expressly required by applicable federal or state regulatory authorities.
14. APPLICABLE LAW.
This Agreement shall be governed by the laws of the State of Maryland,
notwithstanding any conflict of laws provisions thereof, and shall be construed
to promote the operation of the Fund as an open-end management investment
company.
15. PARTIES TO COOPERATE.
The Fund and Distributors agree to fully cooperate with each other in assuring
compliance under this Agreement with all federal and state laws and regulations.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the date first written above.
MONUMENT SERIES FUND MONUMENT DISTRIBUTORS, INC.
By: By:
----------------------------- -----------------------------
David A. Kugler David A. Kugler
President President
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SCHEDULE A
JUNE 30, 2000
This Schedule A is an integral part of the Agreement to which it is attached.
Capitalized terms used herein have the same meaning as given to them in the
Agreement, except as otherwise noted. This Schedule A sets forth the names of
the Series covered by the Agreement and the compensation of Distributors for the
services rendered with respect thereto.
NAMES OF PORTFOLIOS
Monument Internet Fund
Monument Medical Sciences Fund
Monument Telecommunications Fund
Monument Digital Technology Fund
Monument New Economy Fund
COMPENSATION
For its services rendered pursuant to the Agreement, Distributors shall be
entitled to receive, as full compensation therefor, the sales commissions set
forth in the Company's Prospectus.
If shares of a Portfolio are tendered to the Fund for redemption or repurchase
within seven (7) business days after Distributors' acceptance of the original
purchase order for such shares, Distributors shall immediately return to the
Fund the full sales commission (net of any allowances to brokers or dealers)
allowed to Distributors on the original sale, and shall promptly, upon receipt
thereof, pay to the Fund any reallowance from brokers or dealers of the balance
of the sales commission reallowed by Distributors. The Fund shall notify
Distributors, or cause Distributors to be notified, of such tender for
redemption within 10 days of the day on which the Fund receives notice of such
tender for redemption.
