**[nameof fund]**

** **

**AMENDEDAND RESTATED PRINCIPAL UNDERWRITING AGREEMENT**

 

 

THIS AMENDEDAND RESTATED PRINCIPAL UNDERWRITING AGREEMENT, is between [NAME OF FUND], [a Delaware statutory trust] (the “Fund”),and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the “Distributor”).

 

W I T N E S S E T H:

 

WHEREAS, the Fund is registered under the InvestmentCompany Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company which offers [seventeen]classes of shares of [common stock/beneficial interest], designated as [Class A shares, Class B shares, Class C shares, Class F-1shares, Class F-2 shares, Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1 shares,Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6shares], and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fundeither from time to time or continuously as determined by the Fund's officers subject to authorization by its Board of Trustees;

 

WHEREAS, the Distributor is engaged in the businessof promoting the distribution of shares of investment companies through securities broker-dealers; and

 

WHEREAS, the Fund and the Distributor wish to enterinto an agreement with each other to promote the distribution and servicing of the shares of the Fund and of all series or classesof the Fund which may be established in the future;

 

NOW, THEREFORE, the parties agree as follows:

 

1. 	(a)	The Distributor shall be the exclusiveprincipal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established inthe future, except as otherwise provided pursuant to the following subsection (b). The terms “shares of the Fund” or“shares” as used herein shall mean shares of [common stock/beneficial interest] of the Fund and each series or classwhich may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.

 

	(b)	The Fund may, upon 60 days written noticeto the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than theNorth American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expresslywaived in writing its right to make such designation. In the event of such designation, the right of the Distributor under thisAgreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force andeffect until terminated in accordance with the other provisions hereof.

 

2.	In the sale of shares of the Fund, the Distributorshall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public,in which event the Distributor shall act as principal for its own account.

 

3.	The Fund shall sell shares only through theDistributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunderor pursuant thereto, at any time:

 

	(a)	issue shares to any corporation, association,trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger,consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially allthe property and assets of such corporation, association, trust, partnership or other organization;

 

	(b)	issue shares at net asset value to theholders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliatedcompany or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholdersupon redemption or repurchase of their shares by the other investment companies;

 

	(c)	issue shares at net asset value to itsshareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;

 

	(d)	issue shares at net asset value to personsentitled to purchase shares at net asset value without sales charge or contingent deferred sales charge as described in the Fund'scurrent Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at thetime of such offer or sale.

 

4.	The Distributor shall devote its best effortsto the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies ofThe Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which the Distributor hasbeen authorized to act as principal underwriter for the sale of shares. The Distributor shall maintain a sales organization suitedto the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shallhave expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shalleffect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers shares for sale andin which qualification is required.

 

5.	Within the United States of America, alldealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund. Sharessold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectusand/or prospectus of the Fund's Registration Statement in effect under the Securities Act of 1933, as amended (“Prospectus”).The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a

series or class issued by the Fund other than as principal underwriterpursuant to this Agreement.

 

6.	In its sales to dealers, it shall be theresponsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares underapplicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmentalauthorities as may in a particular instance have jurisdiction.

 

7.	The applicable public offering price of sharesshall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at thetime or times set forth in and subject to the provisions of the Prospectus of the Fund.

 

8.	All orders for shares received by the Distributorshall, unless rejected by the Distributor or the Fund, be accepted by the Distributor immediately upon receipt and confirmed atan offering price determined in accordance with the provisions of the Prospectus and the 1940 Act, and applicable rules in effectthereunder. The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution. The provisions ofthis Section shall not be construed to restrict the right of the Fund to withhold shares from sale under Section 26 hereof.

 

9.	The Fund or its transfer agent shall be promptlyadvised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles ClearingHouse Funds.

 

10.	The Distributor shall adopt and follow proceduresas approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealerson such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securitiesand Exchange Commission or the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from timeto time exist.

 

11.	The Distributor, as principal underwriterunder this Agreement for Class A shares, shall receive (i) that part of the sales charge which is retained by the Distributor afterallowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in theProspectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule12b-1 under the 1940 Act relating to its Class A shares.

 

12.	The Distributor, as principal underwriterunder this agreement for Class B shares shall receive (i) distribution fees as compensation for the sale of Class B shares andcontingent deferred sales charges (“CDSC”) (as defined below), as set forth in the Fund's Prospectus, and (ii) shareholderservice fees at the rate of 0.25% per annum of the average daily net asset value of Class B shares pursuant to the Fund'sPlan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class B shares (the “Class B Plan”).

 

	(a)	In accordance with the Class B Plan,and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto),the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the10th business day of the following calendar month, the Distributor's Allocable Portion (as defined below) 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. The Fund agrees to withholdfrom redemption proceeds of the Class B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to theClass B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's directionto a third-party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSCamounts to the Distributor is not contingent upon the adoption or continuation of any Class B Plan.

 

	(b)	For purposes of this Agreement, theterm “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class B shares shall mean the portionof such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as ScheduleA.

 

	(c)	The Distributor shall be consideredto have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment ofits Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attachedhereto as Schedule A) upon the settlement date of such Commission Share taken into account in determining the Distributor's AllocablePortion of Distribution Fees.

 

	(d)	The provisions set forth in Section1 of the Class B Plan (in effect on the date hereof) relating to Class B shares, together with the related definitions are herebyincorporated into this Section 12 by reference with the same force and effect as if set forth herein in their entirety.

 

13.	The Distributor, as principal underwriterunder this agreement for Class C shares shall receive (i) distribution fees as commissions for the sale of Class C shares and CDSCs,as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily netasset value of Class C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to itsClass C shares (the “Class C Plan”).

 

	(a)	In accordance with the Class C Plan,and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto),the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment,the Distributor's Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily inan amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Class C shares outstanding on such day.The Fund agrees to withhold from redemption

proceeds of the Class C shares, the Distributor's Allocable Portionof any CDSCs payable with respect to the Class C shares, as provided in the Fund's Prospectus and to pay the same over to the Distributor,or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such sharesredeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class C Plan.

 

	(b)	For purposes of this Agreement, theterm “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class C shares shall mean the portionof such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as ScheduleB.

 

	(c)	The Distributor shall be consideredto have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment ofits Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attachedhereto as Schedule B) upon the settlement date of such Commission Share taken into account in determining the Distributor's AllocablePortion of Distribution Fees.

 

	(d)	The provisions set forth in Section1 of the Class C Plan (in effect on the date hereof) relating to Class C shares, together with the related definitions are herebyincorporated into this Section 13 by reference with the same force and effect as if set forth herein in their entirety.

 

14.	The Distributor, as principal underwriterunder this agreement for Class F-1 shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average dailynet asset value of Class F-1 shares as compensation for the sale of Class F-1 shares as set forth in the Fund's Prospectus, and(ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares. The paymentof distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating toits Class F-1 shares (the “Class F-1 Plan”). The actual amounts paid shall be determined by the Board of Trustees ofthe Fund.

 

15.	The Distributor, as principal underwriterunder this Agreement for Class F-2 shares, shall receive no compensation.

 

16.	The Distributor, as principal underwriterunder this Agreement for Class 529-A shares, shall receive (i) that part of the sales charge which is retained by the Distributorafter allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forthin the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution underRule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of Trusteesof the Fund.

 

17.	The Distributor, as principal underwriterunder this agreement for Class 529-B shares shall receive (i) distribution fees as compensation for the sale of Class 529-B

shares and CDSCs, as set forth in the Fund's Prospectus, and (ii)shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-B shares pursuant tothe Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the “Class 529-BPlan”).

 

	(a)	In accordance with the Class 529-B Plan,and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto),the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the10th business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the “DistributionFee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multipliedby (B) the net asset value of the Class 529-B shares of the Fund outstanding on such day. The Fund agrees to withhold from redemptionproceeds of the Class 529-B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-B shares,as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a thirdparty, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts tothe Distributor is not contingent upon the adoption or continuation of any Class 529-B Plan.

 

	(b)	For purposes of this Agreement, theterm “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class 529-B shares shall mean the portionof such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as ScheduleC.

 

	(c)	The Distributor shall be consideredto have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment ofits Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attachedhereto as Schedule C) upon the settlement date of such Commission Share taken into account in determining the Distributor's AllocablePortion of Distribution Fees.

 

	(d)	The provisions set forth in Section1 of the Class 529-B Plan (in effect on the date hereof) relating to Class 529-B shares, together with the related definitionsare hereby incorporated into this Section 17 by reference with the same force and effect as if set forth herein in their entirety.

 

18.	The Distributor, as principal underwriterunder this agreement for Class 529-C shares shall receive (i) distribution fees as compensation for the sale of Class 529-C sharesand CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the averagedaily net asset value of Class 529-C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relatingto its Class 529-C shares (the “Class 529-C Plan”).

 

	(a)	In accordance with the Class 529-C Plan,and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor

provision thereto), the Fund shall pay to the Distributor, no morefrequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor's Allocable Portion (asdefined below) 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 529-C shares of the Fund outstandingon such day. The Fund agrees to withhold from redemption proceeds of the Class 529-C shares, the Distributor's Allocable Portionof any CDSCs payable with respect to the Class 529-C shares, as provided in the Fund's Prospectus, and to pay the same over tothe Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holderof such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation ofany Class 529-C Plan.

 

	(b)	For purposes of this Agreement, theterm “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class 529-C shares shall mean the portionof such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as ScheduleD.

 

	(c)	The Distributor shall be consideredto have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment ofits Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attachedhereto as Schedule D) upon the settlement date of such Commission Share taken into account in determining the Distributor's AllocablePortion of Distribution Fees.

 

	(d)	The provisions set forth in Section1 of the Class 529-C Plan (in effect on the date hereof) relating to Class 529-C shares, together with the related definitionsare hereby incorporated into this Section 18 by reference with the same force and effect as if set forth herein in their entirety.

 

19.	The Distributor, as principal underwriterunder this agreement for Class 529-E shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average dailynet asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund's Prospectus,and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares. Thepayment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relatingto its Class 529-E shares (the “Class 529-E Plan”). The actual amounts paid shall be determined by the Board of Trusteesof the Fund.

 

20.	The Distributor, as principal underwriterunder this agreement for Class 529-F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the averagedaily net asset value of Class 529-F-1 shares as compensation for the sale of Class 529-F-1 shares as set forth in the Fund's Prospectus,and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares.The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Actrelating to its Class 529-F-1 shares (the

“Class 529-F-1 Plan”). The actual amounts paid shallbe determined by the Board of Trustees of the Fund.

 

21.	The Distributor, as principal underwriterunder this agreement for each of the Class R shares shall receive (i) distribution fees as compensation for the sale of Class R-1,R-2, R-2E, R-3, R-4, R-5 and R-6 shares (collectively, “Class R shares”), and (ii) shareholder service fees asset forth below. The payment of distribution and service fees is pursuant to the Fund's various Plans of Distribution under Rule12b-1 under the 1940 Act relating to each of the Class R shares (the “Class R Plans”). For purposes of the followingchart the fee rates represent annual fees as a percentage of average daily net assets of the respective share class. Fees shallaccrue daily and be paid monthly. The actual amounts paid shall be determined by the Board of Trustees of the Fund, and are currentlyas follows:

 

 

22.	The Fund agrees to use its best effortsto maintain its registration as a diversified open-end management investment company under the 1940 Act.

 

23.	The Fund agrees to use its best effortsto maintain an effective Prospectus under the Securities Act of 1933, as amended, and warrants that such Prospectus will containall statements required by and will conform with the requirements of such Securities Act of 1933 and the rules and regulationsthereunder, and that no part of any such Prospectus, at the time the Registration Statement of which it is a part becomes effective,will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessaryto make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion inthe Prospectus). The Distributor agrees and warrants that it will not in the sale of shares use any Prospectus, advertising orsales literature not approved by the Fund or its officers nor make any untrue statement of a material fact nor omit the statingof a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made,not misleading. The Distributor agrees to indemnify and hold the Fund harmless from any and all loss, expense, damage and liabilityresulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information,statistics or other aid or device employed in connection with the sale of shares.

 

24.	The expense of each printing of each Prospectusand each revision thereof or addition thereto deemed necessary by the Fund's officers to meet the

requirements of applicable laws shall be divided between the Fund,the Distributor and any other principal underwriter of the shares of the Fund as follows:

 

	(a)	the Fund shall pay the typesetting andmake-ready charges;

 

	(b)	the printing charges shall be proratedbetween the Fund, the Distributor, and any other principal underwriter(s) in accordance with the number of copies each receives;and

 

	(c)	expenses incurred in connection withthe foregoing, other than to meet the requirements of the Securities Act of 1933, as amended, or other applicable laws, shall beborne by the Distributor, except in the event such incremental expenses are incurred at the request of any other principal underwriter(s),in which case such incremental expenses shall be borne by the principal underwriter(s) making the request.

 

25.	The Fund agrees to use its best effortsto qualify and maintain the qualification of an appropriate number of the shares of each series or class it offers for sale underthe securities laws of such states as the Distributor and the Fund may approve. Any such qualification for any series or classmay be withheld, terminated or withdrawn by the Fund at any time in its discretion. The expense of qualification and maintenanceof qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating toits affairs and activities as may be required by the Fund or its counsel in connection with such qualifications.

 

26.	The Fund may withhold shares of any seriesor class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel,such offer or sale would be contrary to law or if the Trustees or the President or any Vice President of the Fund determines thatsuch offer or sale is not in the best interest of the Fund. The Fund will give prompt notice to the Distributor of any withholdingand will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of non-delivery ofshares of any series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice ofsuch withholding.

 

27.	(a) 	This Agreement may be terminatedat any time, without payment of any penalty, as to the Fund or any series on sixty (60) days written notice by the Distributorto the Fund.

 

	(b)	This Agreement may be terminated asto the Fund or any series or class by either party upon five (5) days written notice to the other party in the event that the Securitiesand Exchange Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the RegistrationStatement covering the shares of the Fund or such series or class.

 

	(c)	This Agreement may be terminated asto the Fund or any series or class by the Fund upon five (5) days written notice to the Distributor provided either of the followingevents has occurred:

 

	(i)	FINRA has expelled the Distributor orsuspended its membership in that organization; or

 

	(ii)	the qualification, registration, licenseor right of the Distributor to sell shares of any series in a particular state has been suspended or canceled by the State of Californiaor any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded10% of all shares of such series sold by the Distributor during such period.

 

	(d)	This Agreement may be terminated asto the Fund or any series or class at any time on sixty (60) days written notice to the Distributor without the payment of anypenalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as definedin the 1940 Act) of the Fund or such series or class.

 

28.	This Agreement shall not be assignable byeither party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shallhave the meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement, with respect to the Fund's Class B andClass 529-B shares, has been approved in accordance with Section 31 in anticipation of the Distributor's transfer of its AllocablePortion of Distribution Fees and CDSCs (but not its obligations under this Agreement) to a third-party pursuant to a “Purchaseand Sale Agreement” in order to raise funds to cover distribution expenditures, and such transfer will not cause a terminationof this Agreement. If Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of ClassC or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.

 

29.	No provision of this Agreement shall protector purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor wouldotherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’sobligations under this Agreement.

 

30.	This Agreement shall become effective on[DATE]. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until[DATE], and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approvedat least annually by (i) the vote of a majority of the Independent Trustees of the Fund cast in person at a meeting called forthe purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Fund or amajority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.

 

31.	If the Fund shall at any time issue sharesin more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may beestablished in the future at such time as it has been approved as to such series or class by vote of the Board of Trustees andthe Independent Trustees in accordance with Section 30. The Agreement as approved with respect to any series or class shall specifythe compensation payable to the Distributor pursuant to Sections 11 through 21, as well as any provisions which may differ fromthose herein with respect to such series, subject to approval in writing by the Distributor.

 

32.	This Agreement may be approved, amended,continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuanceor renewal has not been effected with respect to any one or more other series or class of the Fund.

 

33.	This Agreement shall be construed underand shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action withrespect hereto shall be Los Angeles County, California.

 

 

IN WITNESS WHEREOF, the partieshereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of [DATE].

 

 

 

 

SCHEDULE A

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class B shares.

 

The Distributor's Allocable Portion of DistributionFees and CDSCs in respect of Class B shares shall be 100% until such time as the Distributor shall cease to serve as exclusivedistributor of Class B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class B shares shallbe allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance withthis Schedule.

 

Defined terms used in this Schedule and not otherwisedefined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”),of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

“Commission Share” means eachB share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC uponredemption of such share (including, without limitation, any B share issued in connection with a permitted free exchange), andany such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption inconnection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expiredor 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 Share” means, in respect of aFund, each B share of the Fund, other than a Commission Share (including, without limitation, any B share issued in connectionwith the reinvestment of dividends or capital gains).

 

“Inception Date” means in respectof a Fund, the first date on which the Fund issued shares.

 

“Net Asset Value” means thenet asset value determined as set forth in the Prospectus of each Fund.

 

“Omnibus Share” means, in respectof a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“OmnibusSelling Agents”). If, subsequent to the Successor Distributor becoming

exclusive distributor of the Class B shares, the Distributor reasonablydetermines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agentsin the same manner that NonOmnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Sharesof such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

 

PART I: ATTRIBUTION OF CLASS B SHARES

 

Class B shares that are outstanding from time totime, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1)	Commission Shares other than OmnibusShares:

 

	(a)	Commission Shares that are not Omnibus Shares(“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Dateof Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributorceased to be exclusive distributor of Class B shares of the Fund.

 

	(b)	Non-Omnibus Commission Shares attributable toeach Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after thedate such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date suchSuccessor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.

 

	(c)	A Non-Omnibus Commission Share of a Fund issuedin consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “RedeemingFund”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Dateof Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributedto the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

(2)	Free Shares:

 

Free Shares that are not Omnibus Shares (“Non-OmnibusFree Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as thecase may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed toeach on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent isable to produce monthly reports that track the Date of Original Issuance

for such Non-Omnibus Free Shares, then such Free Shares shall beallocated pursuant to clause 1(a), (b) and (c) above.

 

(3)	Omnibus Shares:

 

Omnibus Shares of a Fund outstanding on any dateshall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-OmnibusCommission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if theDistributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuancefor the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1)	CDSCs Related to the Redemption of Non-OmnibusCommission Shares:

 

CDSCs in respect of the redemption of Non-OmnibusCommission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemedCommission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with PartI above.

 

(2)	CDSCs Related to the Redemption of OmnibusShares:

 

CDSCs in respect of the redemption of Omnibus Sharesshall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption ofNon-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonably determines thatthe transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then theCDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor dependingon 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 DISTRIBUTIONFEE

 

Assuming that the Distribution Fee remains constantover time so that Part IV hereof does not become operative:

 

 

(1)	The portion of the aggregate DistributionFee accrued in respect of all Class B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributoris determined by multiplying the total of such Distribution Fee by the following fraction:

 

(A + C)/2

(B + D)/2

 

where:

 

 

 

 

 

(2) If the Distributor reasonably determines thatthe transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares(or all Class B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent withthe methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such ClassB shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplyingthe total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

 

 

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION ANDEACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

 

The parties to the Distribution Agreement recognizethat, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicablelaw change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amountof the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitionsof the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class B shares relatingto a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the SuccessorDistributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor'scontract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordancewith the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shallbe final and binding on each of them.

 

 

SCHEDULE B

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solelyto Class C shares.

 

The Distributor's Allocable Portion of DistributionFees and CDSCs in respect of Class C shares shall be 100% until such time as the Distributor shall cease to serve as exclusivedistributor of Class C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class C shares shallbe allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance withthis Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributorshall become the Distributor for purposes of this Allocation Schedule.

 

Defined terms used in this Schedule and not otherwisedefined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”),of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

“Commission Share” means eachC share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC uponredemption of such share (including, without limitation, any C share issued in connection with a permitted free exchange), andany such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption inconnection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expiredor 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 Share” means, in respectof a Fund, each C share of the Fund, other than a Commission Share (including, without limitation, any C share issued in connectionwith the reinvestment of dividends or capital gains).

 

“Inception Date” means in respectof a Fund, the first date on which the Fund issued shares.

 

“Net Asset Value” means thenet asset value determined as set forth in the Prospectus of each Fund.

 

“Omnibus Share” means, in respectof a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“OmnibusSelling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class C shares,the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by anyof the Omnibus Selling Agents in the same manner as Non-Omnibus Commission Shares and Free Shares (defined below) are currentlytracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

 

PART I: ATTRIBUTIONOF CLASS C SHARES

 

Class C shares that are outstanding from time totime, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1)	Commission Shares other than OmnibusShares:

 

	(a)	Commission Shares that are not Omnibus Shares(“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) theDate of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date theDistributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regardto any conditions for waivers thereof).

 

	(b)	Non-Omnibus Commission Shares attributable toeach Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs afterthe date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the datesuch Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to aCDSC (without regard to any conditions for waivers thereof).

 

	(c)	A Non-Omnibus Commission Share of a Fund issuedin consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “RedeemingFund”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Dateof Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributedto the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

 

(2) 	Free Shares:

 

Free Shares that are not Omnibus Shares (“Non-OmnibusFree Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as thecase may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed toeach on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent isable to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Sharesshall be allocated pursuant to clause 1(a), (b) and (c) above.

 

(3)	Omnibus Shares:

 

Omnibus Shares of a Fund outstanding on any dateshall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-OmnibusCommission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if theDistributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuancefor the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1)	CDSCs Related to the Redemption of Non-OmnibusCommission Shares:

 

CDSCs in respect of the redemption of Non-OmnibusCommission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemedCommission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with PartI above.

 

(2)	CDSCs Related to the Redemption of OmnibusShares:

 

CDSCs in respect of the redemption of Omnibus Sharesshall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption ofNon-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonably determines thatthe transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then theCDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor dependingon 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 DISTRIBUTIONFEE

 

Assuming that the Distribution Fee remains constantover time so that Part IV hereof does not become operative:

 

(1)	The portion of the aggregate DistributionFee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributoris determined by multiplying the total of such Distribution Fee by the following fraction:

 

(A + C)/2

(B + D)/2

 

where:

 

 

 

 

 

(2)	If the Distributor reasonably determinesthat the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the CommissionShares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistentwith the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all suchClass C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor bymultiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

 

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION ANDEACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

 

The parties to the Distribution Agreement recognizethat, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicablelaw change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amountof the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitionsof the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class C shares relatingto a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the SuccessorDistributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor'scontract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordancewith the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shallbe final and binding on each of them.

 

 

SCHEDULE C

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class 529-B shares.

 

The Distributor's Allocable Portion of DistributionFees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusivedistributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-Bshares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordancewith this Schedule.

 

Defined terms used in this Schedule and not otherwisedefined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”),of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

“Commission Share” means each529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSCupon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange),and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemptionin connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may haveexpired 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 Share” means, in respectof a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued inconnection with the reinvestment of dividends or capital gains).

 

“Inception Date” means in respectof a Fund, the first date on which the Fund issued shares.

 

“Net Asset Value” means thenet asset value determined as set forth in the Prospectus of each Fund.

 

“Omnibus Share” means,in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account

(“Omnibus Selling Agents”). If, subsequent tothe Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines thatthe transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the samemanner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of suchOmnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I: ATTRIBUTION OF CLASS 529-B SHARES

 

Class 529-B shares that are outstanding from timeto time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1)	Commission Shares other than OmnibusShares:

 

	(a)	Commission Shares that are not Omnibus Shares(“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Dateof Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributorceased to be exclusive distributor of Class 529-B shares of the Fund.

 

	(b)	Non-Omnibus Commission Shares attributable toeach Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after thedate such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the datesuch Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.

 

	(c)	A Non-Omnibus Commission Share of a Fund issuedin consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “RedeemingFund”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Dateof Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributedto the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

(2)	Free Shares:

 

Free Shares that are not Omnibus Shares (“Non-OmnibusFree Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as thecase may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed toeach on such date; provided that if the Distributor and its transferees reasonably determines that the

transfer agent is able to produce monthly reports that track theDate of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b)and (c) above.

 

(3)	Omnibus Shares:

 

Omnibus Shares of a Fund outstanding on any dateshall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-OmnibusCommission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if theDistributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuancefor the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1)	CDSCs Related to the Redemption of Non-OmnibusCommission Shares:

 

CDSCs in respect of the redemption of Non-OmnibusCommission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemedCommission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with PartI above.

 

(2)	CDSCs Related to the Redemption of OmnibusShares:

 

CDSCs in respect of the redemption of Omnibus Sharesshall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption ofNon-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonably determines thatthe transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then theCDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor dependingon 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 FEE

 

Assuming that the Distribution Fee remains constantover time so that Part IV hereof does not become operative:

 

(1)	The portion of the aggregate DistributionFee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a SuccessorDistributor is determined by multiplying the total of such Distribution Fee by the following fraction:

 

(A + C)/2

(B + D)/2

 

where:

 

 

 

 

 

(2)	If the Distributor reasonably determinesthat the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the CommissionShares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistentwith the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all suchClass 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributorby multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

 

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION ANDEACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION 

 

The parties to the Distribution Agreement recognizethat, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicablelaw change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amountof the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change

occurred, the definitions of the Distributor's Allocable Portionand/or the Successor Distributor's Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjustedby agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and theFund 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 NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercialarbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and bindingon each of them.

 

 

SCHEDULE D

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solelyto Class 529-C shares.

 

The Distributor's Allocable Portion of DistributionFees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusivedistributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-Cshares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordancewith this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributorshall become the Distributor for purposes of this Allocation Schedule.

 

Defined terms used in this Schedule and not otherwisedefined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”),of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

“Commission Share” means each529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSCupon redemption of such share (including, without limitation, any 529-C share issued in connection with a permitted free exchange),and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemptionin connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may haveexpired 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 Share” means, in respectof a Fund, each 529-C share of the Fund, other than a Commission Share (including, without limitation, any 529-C share issued inconnection with the reinvestment of dividends or capital gains).

 

“Inception Date” means in respectof a Fund, the first date on which the Fund issued shares.

 

“Net Asset Value” means thenet asset value determined as set forth in the Prospectus of each Fund.

 

“Omnibus Share” means, in respectof a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“OmnibusSelling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares,the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by anyof the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currentlytracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

 

PART I: ATTRIBUTIONOF CLASS 529-C SHARES

 

Class 529-C shares that are outstanding from timeto time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1)	Commission Shares other than OmnibusShares:

 

(a)	Commission Shares that are notOmnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus CommissionShares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or priorto the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to aCDSC (without regard to any conditions for waivers thereof).

 

(b)	Non-Omnibus Commission Sharesattributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuanceof which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund andon or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund and(ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

 

(c)	A Non-Omnibus Commission Shareof a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of anotherfund (the “Redeeming Fund”) in connection with a permitted free exchange, is deemed to have a Date of OriginalIssuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such CommissionShare will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance withrules (a) and (b) above.

 

 

(2) 	Free Shares:

 

Free Shares that are not Omnibus Shares (“Non-OmnibusFree Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as thecase may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed toeach on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent isable to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Sharesshall be allocated pursuant to clause 1(a), (b) and (c) above.

 

(3)	Omnibus Shares:

 

Omnibus Shares of a Fund outstanding on any dateshall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-OmnibusCommission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if theDistributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuancefor the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1)	CDSCs Related to the Redemption of Non-OmnibusCommission Shares:

 

CDSCs in respect of the redemption of Non-OmnibusCommission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemedCommission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with PartI above.

 

(2)	CDSCs Related to the Redemption of OmnibusShares:

 

CDSCs in respect of the redemption of Omnibus Sharesshall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption ofNon-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonably determines thatthe transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then theCDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor dependingon 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 FEE

 

Assuming that the Distribution Fee remains constantover time so that Part IV hereof does not become operative:

 

(1)	Theportion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocableto the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the followingfraction:

 

(A + C)/2

(B + D)/2

 

where:

 

** **

 

 

 

(2)	If the Distributor reasonably determinesthat the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the CommissionShares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistentwith the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all suchClass 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributorby multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

 

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION ANDEACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

 

The parties to the DistributionAgreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rulesor any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this DistributionAgreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such changeoccurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respectof the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however,if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such changein applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submitthe question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and thedecision reached by the arbitrator shall be final and binding on each of them.

 

 

 

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