<PAGE>

                                                                  EXHIBIT 10.49

 Ivy Mackenzie Distributors, Inc.
 700 South Federal Highway, Suite 300
 Boca Raton, Florida 33432

                                    IVY FUND
                  AMENDED AND RESTATED DISTRIBUTION AGREEMENT

 Dear Sirs:

         This will confirm the agreement between the undersigned (the "Trust")
and you (the "Distributor") as follows:

         1.       The Trust is an open-end management investment company that
currently has sixteen investment portfolios and that may create additional
portfolios in the future. One or more separate classes of shares of beneficial
interest in the Trust is offered to investors with respect to each portfolio.
This Agreement relates to Class A, Class B, Class C, Class I (if applicable)
and the Advisor Class of Ivy Bond Fund, Ivy Cundill Value Fund, Ivy Developing
Markets Fund, Ivy European Opportunities Fund, Ivy Global Fund, Ivy Global
Natural Resources Fund, Ivy Global Science & Technology Fund, Ivy Growth Fund,
Ivy International Fund, Ivy International Growth Fund, Ivy International Value
Fund, Ivy International Small Companies Fund, Ivy Pacific Opportunities Fund,
Ivy US Blue Chip Fund and Ivy US Emerging Growth Fund (the "Equity and Fixed
Income Funds"), to Ivy Money Market Fund and to such other portfolios as shall
be designated from time to time by the Board of Trustees in any supplement to a
Plan (together with the Equity and Fixed Income Funds, the "Funds"). The Trust
engages in the business of investing and reinvesting the assets of the Funds in
the manner and in accordance with their respective investment objectives and
restrictions as specified in the currently effective Prospectuses (the
"Prospectuses") relating to the Funds included in the Trust's Registration
Statement, as amended from time to time (the "Registration Statement"), filed
by the Trust under the Investment Company Act of 1940, as amended (the "1940
Act"), and the Securities Act of 1933, as amended (the "1933 Act"). Copies of
the documents referred to in the preceding sentence have been furnished to the
Distributor. Any amendments to those documents shall be furnished to the
Distributor promptly. The Trust has adopted a separate Distribution Plan (each,
a "Plan") for Class A, Class B and Class C of each of the Equity and Fixed
Income Funds pursuant to Rule 12b-1 under the 1940 Act.

         2.       As the Trust's agent, the Distributor shall be the exclusive
distributor for the unsold portion of shares of beneficial interest in Ivy
Money Market Fund and Class A, Class B and Class C, Class I (if applicable) and
the Advisor Class shares of beneficial interest in the Equity and Fixed Income
Funds (the "Shares") which may from time to time be registered under the 1933
Act. All of the terms of this Amended and Restated Distribution Agreement are
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intended to apply to the sale of all Shares whether issued prior to the date of
this Amended and Restated Distribution Agreement or thereafter.

         3.       The Trust shall sell the Shares to eligible investors as
described in the Prospectuses through the Distributor, as the Trust's agent.
All orders for Shares received by the Distributor shall be subject to
acceptance and confirmation by the Trust. The Trust shall have the right, at
its election, to deliver either (i) Shares issued upon original issue or (ii)
treasury shares.

         4.       As the Trust's agent, the Distributor may sell and distribute
the Shares in such manner not inconsistent with the provisions hereof and the
Trust's Prospectuses as the Distributor may determine from time to time. In
this connection, the Distributor shall comply with all laws, rules and
regulations applicable to it, including, without limiting the generality of the
foregoing, all applicable rules or regulations under the 1940 Act and of any
securities association registered under the Securities Exchange Act of 1934, as
amended (the "1934 Act").

         5.       To the extent permitted by its then effective Prospectuses,
the Trust reserves the right to sell the Shares to purchasers to the extent
that it or the transfer agent for the Shares receives purchase requests
therefor. The Trust reserves the right to refuse at any time or times to sell
any Shares for any reason deemed adequate by it.

         6.       All Shares offered for sale and sold by the Distributor shall
be offered for sale and sold by the Distributor to designated investors at the
price per Share specified and determined as provided in the Funds'
Prospectuses, including any applicable reduction or elimination of sales
charges with respect to Class A Shares of the Equity and Fixed Income Funds as
provided in the Equity and Fixed Income Funds' Prospectus (the "offering
price"). The Trust shall determine and promptly furnish to the Distributor a
statement of the offering price at least once on each day on which the New York
Stock Exchange is open for trading. Each offering price shall become effective
at the time and shall remain in effect during the period specified in the
statement. Each such statement shall show the basis of its computation.

         7.       (a)      The Distributor shall be entitled to deduct a
                  commission on all Class A Shares sold equal to the
                  difference, if any, between the offering price and the net
                  asset value on which such price is based. If any such
                  commission is received by a Fund, it will pay such commission
                  to the Distributor. Out of such commission, the Distributor
                  may allow to dealers such concession as the Distributor may
                  determine from time to time. Notwithstanding anything in this
                  Agreement otherwise provided, sales may be made at net asset
                  value as provided in the Prospectuses for the Funds.

                  (b)      The Distributor shall be entitled to deduct a
                  contingent deferred sales charge ("CDSC") on the redemption
                  of certain Class A, Class B and Class C Shares in accordance
                  with, and in the manner set forth in, the Equity and Fixed
                  Income Funds' Prospectuses. The Distributor may reallow any
                  or all of such contingent deferred sales charges to dealers
                  as the Distributor may determine from time to time.
                  Notwithstanding anything in this Agreement otherwise


                                      -2-
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                 provided, the Distributor may waive the contingent deferred
                 sales charge as disclosed in the Equity and Fixed Income
                 Funds' Prospectuses.

                 (c)      In respect of the Class B Shares of each Fund, the
                 following provisions shall apply:

                           (i)      In consideration of the Distributor's
                                    services as principal distributor of the
                                    Fund's Class B Shares pursuant to this
                                    contract and the Fund's distribution plan
                                    in respect of such Shares (the "Class B
                                    Plan"), the Trust, on behalf of such Fund,
                                    agrees: (I) to pay to the Distributor
                                    monthly in arrears its "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 the Distributor's
                                    Allocable Portion of the CDSCs and to pay
                                    the same over to the Distributor or at its
                                    direction.

                           (ii)     Each of the provisions set forth in clauses
                                    (I) through (V) of the third sentence of
                                    paragraph 2 of the Class B Plan as in
                                    effect on the date hereof, together with
                                    the related definitions and the Allocation
                                    Schedule attached hereto as Exhibit A, are
                                    hereby incorporated herein by reference
                                    with the same force and effect as if set
                                    forth herein in their entirety.

         8.       The Trust shall furnish the Distributor from time to time,
for use in connection with the sale of Shares, such information with respect to
the Trust as the Distributor may reasonably request. The Trust represents and
warrants that such information, when signed by one of its officers, shall be
true and correct. The Trust also shall furnish to the Distributor copies of its
reports to its shareholders and such additional information regarding the
Trust's financial condition as the Distributor may reasonably request from time
to time.

         9.       The Registration Statement and the Prospectuses have been or
will be, as the case may be, prepared in conformity with the 1933 Act, the 1940
Act and the rules and regulations of the Securities and Exchange Commission
(the "SEC"). The Trust represents and warrants to the Distributor that the
Registration Statement and the Prospectuses contain or will contain all
statements required to be stated therein in accordance with the 1933 Act, the
1940 Act and the rules and regulations thereunder, that all statements of fact
contained or to be contained therein are or will be true and correct at the
time indicated or the effective date, as the case may be, and that neither the
Registration Statement nor the Prospectuses, when they shall become effective
under the 1933 Act or be authorized for use, shall include any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of Shares. The Trust shall from time to time file such amendment or
amendments to the Registration Statement and the Prospectuses as, in the light
of future developments, shall, in the opinion of the Trust's counsel, be
necessary in order to have the Registration Statement and the Prospectuses at
all times contain all material facts required to


                                      -3-
<PAGE>

 be stated therein or necessary to make the statements therein not misleading
 to a purchaser of Shares. The Trust represents and warrants to the Distributor
 that any amendment to the Registration or the Prospectuses filed hereafter by
 the Trust will, when it becomes effective under the 1933 Act, contain all
 statements required to be stated therein in accordance with the 1933 Act, the
 1940 Act and the rules and regulations thereunder, that all statements of fact
 contained therein will, when the same shall become effective, be true and
 correct, and that no such amendment, when it becomes effective, will include
 an untrue statement of a material fact or will omit to state a material fact
 required to be stated therein or necessary to make the statements therein not
 misleading to a purchaser of Shares.

         10.      The Trust shall prepare and furnish to the Distributor from
time to time such number of copies of the most recent form of the Prospectuses
for the Funds filed with the SEC as the Distributor may reasonably request. The
Trust authorizes the Distributor to use the Prospectuses, in the form furnished
to the Distributor from time to time, in connection with the sale of Shares.
The Trust shall indemnify, defend and hold harmless the Distributor, its
officers and directors and any person who controls the Distributor within the
meaning of the 1933 Act, 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) that the Distributor, its officers and directors or any such
controlling person may incur under the 1933 Act, the 1940 Act, the common law
or otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectuses or
arising out of or based upon any alleged omission to state a material fact
required to be stated in either or necessary to make the statements in either
not misleading. This contract shall not be construed to protect the Distributor
against any liability to the Trust 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 contract. This indemnity
agreement and the Trust's representations and warranties in this contract shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, its officers and directors or any such
controlling person. This indemnity agreement shall inure exclusively to the
benefit of the Distributor and its successors, the Distributor's officers and
directors and their respective estates and any such controlling persons and
their successors and estates.

         11.      The Distributor agrees to indemnify, defend and hold harmless
the Trust, its officers and Trustees and any person who controls the Trust
within the meaning of the 1933 Act, 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) that the Trust, its officers or Trustees or any such
controlling person, may incur under the 1933 Act, the 1940 Act, the common law
or otherwise, but only to the extent that such liability or expenses incurred
by the Trust, its officers or Trustees or such controlling person resulting
from such claims or demands shall arise out of or be based upon any untrue
statement of a material fact contained in information furnished in writing by
the Distributor to the Trust specifically for use in the Registration Statement
or the Prospectuses or shall arise out of or based upon any omission to state a
material fact in connection with such information required to


                                      -4-
<PAGE>

be stated in the Registration Statement or the Prospectuses or necessary to
make such information not misleading.

         12.      No Shares shall be sold through the Distributor or by the
Trust under this contract and no orders for the purchase of Shares shall be
confirmed or accepted by the Trust if and so long as the effectiveness of the
Registration Statement shall be suspended under any of other provisions of the
1933 Act. Nothing contained in this paragraph 12 shall in any way restrict,
limit or have any application to or bearing upon the Trust's obligation to
redeem Shares from any shareholder in accordance with the provisions of its
Agreement and Declaration of Trust. The Trust will use its best efforts at all
times to have the Shares effectively registered under the 1933 Act.

         13.      The Trust agrees to advise the Distributor immediately:

                  (a)      of any request by the SEC for amendments to the
         Registration Statement or the Funds' Prospectuses or for additional
         information;

                  (b)      in the event of the issuance by the SEC of any stop
         order suspending the effectiveness of the Registration Statement or
         the Funds' Prospectuses under the 1933 Act or the initiation of any
         proceedings for that purpose;

                  (c)      of the happening of any material event that makes
         untrue any statement made in the Registration Statement or the Funds'
         Prospectuses or that requires the making of a change in either thereof
         in order to make the statements therein not misleading; and

                  (d)      of all actions of the SEC with respect to any
         amendments to the Registration Statement or the Funds' Prospectuses
         that may from time to time be filed with the SEC under the 1933 Act or
         the 1940 Act.

         14.      Insofar as they concern the Trust, the Trust shall comply
with all applicable laws, rules and regulations, including, without limiting
the generality of the foregoing, all rules and regulations made or adopted
pursuant to the 1933 Act, the 1940 Act or by any securities association
registered under the 1934 Act.

         15.      The Distributor may, if it desires and at its own cost and
expense, appoint or employ agents to assist it in carrying out its obligations
under this contract, but no such appointment or employment shall relieve the
Distributor of any of its responsibilities or obligations to the Trust under
this contract.

         16.      (a)      The Distributor shall from time to time employ or
associate with it such persons as it believes necessary to assist it in
carrying out its obligations under this contract. The compensation of such
persons shall be paid by the Distributor.

                  (b)      The Trust shall execute all documents and furnish
any information that may be reasonably necessary in connection with the
qualification of the Shares for sale in jurisdictions designated by the
Distributor.


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<PAGE>

         17.      The Distributor shall pay all expenses incurred in connection
with its qualification as a dealer or broker under Federal or state law. It is
understood and agreed that, so long as any Plan continues in effect, any
expenses incurred by the Distributor hereunder (as well as any other expenses
that may be permitted to be paid pursuant to a Plan) may be paid from amounts
received by it from the Trust under such Plan. The Trust shall be responsible
for all of its expenses and liabilities, including: (i) the fees and expenses
of the Trust's Trustees who are not interested persons (as defined in the 1940
Act) of the Trust; (ii) the salaries and expenses of any of the Trust's
officers or employees who are not affiliated with the Distributor; (iii)
interest expenses; (iv) taxes and governmental fees, including any original
issue taxes or transfer taxes applicable to the sale or delivery of Shares or
certificates therefor; (v) brokerage commissions and other expenses incurred in
acquiring or disposing of portfolio securities; (vi) the expenses of
registering and qualifying Shares for sale with the SEC and with various state
securities commissions; (vii) accounting and legal costs; (viii) insurance
premiums; (ix) fees and expenses of the Trust's custodian and transfer agent
and any related services; (x) expenses of obtaining quotations of portfolio
securities and of pricing Shares; (xi) expenses of maintaining the Trust's
legal existence and of shareholders' meetings; (xii) expenses of preparing and
distributing to existing shareholders periodic reports, proxy materials and
Prospectuses; (xiii) fees and expenses of membership in industry organizations;
and (xiv) expenses of qualification of the Trust as a foreign corporation
authorized to do business in any jurisdiction if the Distributor determines
that such qualification is necessary or desirable.

         18.      This contract shall continue in effect automatically for
successive annual periods, provided such continuance is specifically approved
at least annually (i) by a vote of a majority of the Trustees who are not
parties to the contract or interested persons (as defined in the 1940 Act) of
any such party and who have no director or indirect financial interest in the
operation of the Plans or in any related agreement (the "Independent
Trustees"), by vote cast in person at a meeting called for the purpose of
voting on such approval and (ii) either (a) by the vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Funds or (b)
by the vote of a majority of the entire Board of Trustees. This contract may be
terminated with respect to a Fund at any time, without payment of any penalty,
by a vote of a majority of the outstanding voting securities of that Fund (as
defined in the 1940 Act) or by a vote of a majority of the Independent Trustees
of the Trust on 60 days' written notice to the Distributor or by the
Distributor on 60 days' written notice to the Trust. This contract shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).

         19.      Except to the extent necessary to perform the Distributor's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Distributor, or any affiliate of the Distributor, or
any employee of the Distributor, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, firm, individual or association.

         20.      This contract shall be construed in accordance with the laws
of the State of Florida to the extent such laws are consistent with the 1940
Act.

         21.      The Trust's Agreement and Declaration of Trust, as amended
and restated, has been filed with the Secretary of State of The Commonwealth of
Massachusetts. The obligations


                                      -6-
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of the Trust are not personally binding upon, nor shall resort be had to the
private property of any of the Trustees, shareholders, officers, employees or
agents of the Trust, but only the Trust's property shall be bound.

         If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.

                                          Very truly yours,

                                          IVY FUND



                                          By: /s/ James W. Broadfoot
                                             -----------------------------
                                             James W. Broadfoot, President
ACCEPTED:

IVY MACKENZIE DISTRIBUTORS, INC.



By: /s/ Keith J. Carlson
    ---------------------------
    Keith J. Carlson, President

                                                          Dated: April 18, 2001


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<PAGE>

                                                                       EXHIBIT A
                                                                 to the Ivy Fund
                                                            Amended and Restated
                                                          Distribution Agreement

                              ALLOCATION SCHEDULE

         The Distributor's Allocable Portion of Distribution Fees and
Contingent Deferred Sales Charges in respect of Shares (as hereinafter defined)
of each Fund shall be 100% until such time as the Distributor shall cease to
serve as exclusive distributor of Shares of such Fund; thereafter collections
which constitute Contingent Deferred Sales Charges, and Asset Based Sales
Charges related to Shares of such Fund shall be allocated among the Distributor
and any successor distributor ("Successor Distributor") in accordance with this
Schedule.

         Defined terms used in this Schedule and not otherwise defined herein
shall have the meanings assigned to them in the Distribution Agreement. 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 Contingent Deferred Sales
Charge upon redemption of such Share (including, without limitation, any Share
of such Fund issued in connection with a permitted 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 permitted free
exchange) or conversion of such Share, even though the obligation to pay the
Contingent Deferred Sales Charge 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 Contingent Deferred Sales
Charge payable on redemption thereof, if any, is computed.

         "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.


                                      -8-
<PAGE>

         "Omnibus Share" means, in respect of any Fund, a Commission Share or
Free Share sold by one of the Selling Agents listed on Exhibit I. If,
subsequent to closing of the Program, 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 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.

         "Shares" means Class B shares of each Fund.

II.      PART I: ATTRIBUTION OF SHARES
         Shares of each Fund, which are outstanding from time to time, shall be
attributed to the Distributor and each Successor Distributor in accordance with
the following rules:

         A.       Commission Shares other than Omnibus Shares:
         1.       Commission Shares which are not Omnibus Shares attributed to
the Distributor shall be Commission Shares which are not 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 date the Distributor ceased to be the
exclusive distributor of Shares of such Fund.

         2.       Commission Shares which are not Omnibus Shares attributable
to each Successor Distributor shall be Commission Shares which are not Omnibus
Shares, the Date of Original Issuance of which occurs after the date such
Successor Distributor became the exclusive distributor of Shares of such Fund
and on or prior to the date such Successor Distributor ceased to be the
exclusive distributor of Shares of such Fund.

         3.       A Commission Share which is not 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 which is not an Omnibus
Share of another Fund (the "Redeeming Fund") in connection with a permitted
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 Trust and
any such Commission Share will be attributed to the Distributor or Successor
Distributor based upon such Date of Original Issuance in accordance with rules
(1) and (2) above.

         4.       A Commission Share which is not an Omnibus Share redeemed
(other than in connection with a permitted free exchange) or converted to a
Class A share is attributable to the Distributor or a Successor Distributor
based upon the Date of Original Issuance in accordance with rules (1), (2) and
(3) above.

         B.       Free Shares:
                  Free Shares which are not Omnibus Shares of any 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 such Fund outstanding on such date are
attributed to each on such date; provided that if the Distributor and its
Transferees reasonably determine that the transfer agent is able to produce
monthly reports


                                      -9-
<PAGE>

which track the Date of Original Issuance for such Free Shares, then such Free
Shares shall be allocated pursuant to clause (1) (a), (b) and (c) above.

         C.       Omnibus Shares:
                  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 which are not Omnibus Shares of
such 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 (1) (a), (b) and (c) above.

III.     PART II: ALLOCATION OF CONTINGENT DEFERRED SALES CHARGES ("CDSCs")

         A.       CDSCs Related to the Redemption of Commission Shares which
                  are not Omnibus Shares:
                  CDSCs in respect of the redemption of Commission Shares which
are not Omnibus Shares shall be allocated to the Distributor or a Successor
Distributor depending upon whether the related redeemed Commission Share is
attributable to the Distributor or such Successor Distributor, as the case may
be, in accordance with Part I above.

         B.       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 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 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.

IV.      PART III: ALLOCATION OF ASSET BASED SALES CHARGES
                  Assuming that the Asset Based Sales Charge remains constant
over time and among Funds so that Part IV hereof does not become operative:

         A.       The portion of the aggregate Asset Based Sales Charges
                  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
                  Asset Based Sales Charges 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.


                                      -10-
<PAGE>


         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.

         B.       If the Distributor and its Transferees reasonably determine
                  that the 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 any Successor Distributors in a
                  manner consistent with the methodology detailed in Part I and
                  Part III(A) above, the portion of the Asset Based Sales
                  Charges accrued in respect of all such Shares of all Funds
                  during a particular calendar month will be allocated to the
                  Distributor or a Successor Distributor by multiplying the
                  total of such Asset Based Sales Charges 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 a
                  Successor Distributor, as the case may be.

         B =      Total average Net Asset Value of all such Shares of all
                  Funds for such calendar month.

V.       PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH
SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

                  The Parties to the Distribution Agreement recognize that, if
the terms of any distributor's contract, any distribution plan, any prospectus,
the conduct rules or any other applicable law change, which change
disproportionately reduces, in a manner inconsistent with the intent of this
Distribution Agreement, the amount of the Distributor's Allocable Portion or
any Successor Distributor's Allocable Portion had no such change occurred, the
definitions of the Distributor's Allocable Portion and/or the Successor
Distributor's Allocable Portion in respect of the Shares relating to the
related Fund shall be adjusted by agreement among the Distributor, its
Transferees, each Successor Distributor and the Company; provided, however, if
the Distributor, its Transferees, the Successor Distributors and the Company
cannot agree within thirty (30) days after the date of any such change in
applicable laws or in any distributor's contract, distribution plan, prospectus
or the conduct rules, they shall submit the question to arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association and the decision reached by the arbitrator shall be final and
binding on each of them.


                                     -11-