ITEM 23, EXHIBIT (e)(2)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 17th day of April, 2001 by and between
RREEF Securities Trust, a Delaware business trust (the "Trust"), and Sunstone
Distribution Services, LLC, a Wisconsin limited liability company (the
"Distributor").
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and is authorized to
issue shares of beneficial interests in separate series with each such series
representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Trust and Distributor desire to enter into an agreement
pursuant to which Distributor shall be the distributor of the shares of the
Trust representing the investment portfolios described on Schedule A hereto and
any additional shares and/or investment portfolios the Trust and Distributor may
agree upon and include on Schedule A as such Schedule may be amended from time
to time (such shares and any additional shares are referred to as the "Shares"
and such investment portfolios and any additional investment portfolios are
individually referred to as a "Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Appointment of the Distributor.
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The Trust hereby appoints the Distributor as agent for the distribution of
the Shares, on the terms and for the period set forth in this Agreement.
Distributor hereby accepts such appointment as agent for the distribution of the
Shares on the terms and for the period set forth in this Agreement.
2. Services and Duties of the Distributor.
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2.1 Distributor will act as agent for the distribution of Shares in
accordance with the instructions of the Trust's Board of Trustees and the
registration statement and prospectuses then in effect with respect to the Funds
under the Securities Act of 1933, as amended (the "1933 Act").
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2.2 Distributor may incur expenses for appropriate distribution activities
which it deems reasonable which are primarily intended to result in the sale of
Shares, including, but not limited to, advertising, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing of
sales literature. Distributor may enter into servicing and/or selling agreements
with qualified broker/dealers and other persons with respect to the offering of
Shares to the public, and if it so chooses Distributor will act only on its own
behalf as principal. The Distributor shall not be obligated to incur any
specific expenses nor sell any certain number of Shares of any Fund.
2.3 All Shares of the Funds offered for sale by Distributor shall be
offered for sale to the public at a price per unit (the "offering price")
provided in the Funds' then current prospectus. The Distributor shall have no
liability for payment of the purchase price of the Shares sold pursuant to this
Agreement or with respect to redemptions or repurchases of Shares.
2.4 Distributor shall act as distributor of the Shares in compliance in all
material respects with all applicable laws, rules and regulations, including,
without limitation, all rules and regulations made or adopted pursuant to the
1940 Act, by the Securities and Exchange Commission (the "Commission") and the
NASD.
2.5 Distributor shall not utilize any materials in connection with the
sales or offering of Shares except the Trust's prospectus and statement of
additional information and such other materials as the Trust shall provide or
approve. The Distributor agrees to provide compliance review of all sales
literature and marketing materials prepared for use by or on behalf of the Fund
in advance of the use of such materials. The Fund agrees to incorporate such
changes to such materials as the Distributor shall request. The Distributor will
file the materials as may be required with the NASD, SEC or state securities
commissioners. The Trust represents that it will not use or authorize the use of
any advertising or sales material unless and until such materials have been
approved and authorized for use by the Distributor.
2.5 As compensation for the services performed hereunder and the expenses
incurred by Distributor, the Distributor shall be entitled to the fees and be
reimbursed the expenses as provided in Schedule B hereto.
3. Duties and Representations of the Trust.
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3.1 The Trust represents that it is registered as an open-end management
investment company under the 1940 Act and that it has and will continue to act
in conformity with its Declaration of Trust, By-Laws, its registration statement
as may be amended from time to time and resolutions and other instructions of
its Board of Trustees and has and will continue to comply with all applicable
laws, rules and regulations including without limitation the 1933 Act, the 1934
Act, the 1940 Act, the laws of the states in which shares of the Funds are
offered and sold, and the rules and regulations thereunder.
3.2 The Trust shall take or cause to be taken all necessary action to
register and maintain the registration of the Shares under the 1933 Act for sale
as herein contemplated and
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shall pay all costs and expenses in connection with the registration of Shares
under the 1933 Act, and be responsible for all expenses in connection with
maintaining facilities for the issue and transfer of Shares and for supplying
information, prices and other data to be furnished by the Trust hereunder.
3.3 The Trust shall execute any and all documents and furnish any and all
information and otherwise take all actions which may be reasonably necessary in
the discretion of the Trust's officers in connection with the qualification of
the Shares for sale in such states as Distributor and the Trust may approve,
shall maintain the registration of a sufficient number or amount of shares
thereunder, and shall pay all costs and expenses in connection with such
qualification. The Trust shall notify the Distributor, or cause it to be
notified, of the states in which the Shares may be sold and shall notify the
Distributor of any change to the information.
3.4 The Trust shall, at its expense, keep the Distributor fully informed
with regard to its affairs. In addition, the Trust shall furnish Distributor
from time to time such information, documents and reports with respect to the
Trust and the Shares as Distributor may reasonably request, and the Trust
warrants that the statements contained in any such information shall be true and
correct and fairly represent what they purport to represent.
3.5 The Trust represents to Distributor that all registration statements
and prospectuses of the Trust filed or to be filed with the Commission under the
1933 Act with respect to the Shares have been and will be prepared in conformity
with the requirements of the 1933 Act, the 1940 Act, and the rules and
regulations of the Commission thereunder. As used in this Agreement the terms
"registration statement" and "prospectus" shall mean any registration statement
and prospectus (together with the related statement of additional information)
at any time now or hereafter filed with the Commission with respect to any of
the Shares and any amendments and supplements thereto which at any time shall
have been or will be filed with said Commission. The Trust represents and
warrants to Distributor that any registration statement and prospectus, when
such registration statement becomes effective, will contain all statements
required to be stated therein in conformity with the 1933 Act, the 1940 Act and
the rules and regulations of the Commission; that all information contained in
the registration statement and prospectus will be true and correct in all
material respects when such registration statement becomes effective; and that
neither the registration statement nor any prospectus when such registration
statement becomes effective will include an 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. The Trust agrees to file from time
to time such amendments, supplements, reports and other documents as may be
necessary or required in order to comply with the 1933 Act and the 1940 Act and
in order that there may be no untrue statement of a material fact in a
registration statement or prospectus, or necessary or required in order that
there may be no omission to state a material fact in the registration statement
or prospectus which omission would make the statements therein misleading. The
Trust shall promptly notify the Distributor of any advice given to it by counsel
to the Trust regarding the necessity or advisability of amending or
supplementing the registration statement.
3.6 The Trust shall not file any amendment to the registration
statement or supplement to any prospectus without giving Distributor reasonable
notice thereof in advance
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and if the Distributor declines to assent to such amendment (after a reasonable
time), the Trust may terminate this Agreement forthwith by written notice to the
Distributor without payment of any penalty. If the Trust shall not propose an
amendment or amendments and/or supplement or supplements promptly after receipt
by the Trust of a written request in good faith from Distributor to do so,
Distributor may, at its option, immediately terminate this Agreement. In
addition, if, at any time during the term of this Agreement, the Distributor
requests the Trust to make any change in its governing instruments or in its
methods of doing business which are necessary in order to comply with any
requirement of applicable law or regulation, and the Trust fails (after a
reasonable time) to make any such change as requested, the Distributor may
terminate this Agreement forthwith by written notice to the Trust without
payment of any penalty. Nothing contained in this Agreement shall in any way
limit the Trust's right to file at any time any amendments to any registration
statement and/or supplements to any prospectus, of whatever character, as the
Trust may deem advisable, such right being in all respects absolute and
unconditional.
3.7 Whenever in their judgment such action is warranted by market, economic
or political conditions, or by circumstances of any kind, the Trust may decline
to accept any orders for, or make any sales of, any Shares until such time as it
deems it advisable to accept such orders and to make such sales and the Trust
shall advise Distributor promptly of such determination.
3.8 The Trust agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the Commission or
its staff relating to the Funds including requests by the Commission for
amendments to the registration statement or prospectuses;
(ii) in the event of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or prospectuses then
in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement
of a material fact made in the registration statement or prospectuses or which
requires the making of a change in such registration statement or prospectuses
in order to make the statements therein not misleading; and
(iv) of all actions taken by the Commission with respect to any
amendments to any registration statement or prospectus which may from time to
time be filed with the Commission.
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4. Indemnification.
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4.1(a) The Trust authorizes Distributor to use any prospectus or statement
of additional information, in the form furnished to Distributor from time to
time, in connection with the sale of Shares. The Trust shall indemnify, defend
and hold the Distributor, and each of its present or former directors, members,
officers, employees, representatives and any person who controls or previously
controlled the Distributor within the meaning of Section 15 of the 1933 Act
("Distributor Indemnitees"), free and harmless from and against any and all
losses, claims, demands, liabilities, damages, charges, payments, costs and
expenses (including the costs of investigating or defending any alleged losses,
claims, demands, liabilities, damages, charges, payments, costs or expenses and
any counsel fees incurred in connection therewith) of any and every nature
("Losses") which Distributor and each of the Distributor Indemnitees may incur
under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or
any rule or regulation thereunder, or under common law or otherwise, (a) arising
out of or based upon any untrue statement, or alleged untrue statement, of a
material fact contained in the registration statement or any prospectus, an
annual or interim report to shareholders or sales literature, or any amendments
or supplements thereto, or arising out of or based upon any omission, or alleged
omission, to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Trust's obligation to indemnify Distributor and any of the foregoing
indemnitees shall not be deemed to cover any Losses arising out of any untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with information relating to the
Distributor and furnished to the Trust or its counsel by Distributor in writing
for the purpose of, and used in, the preparation thereof; or (b) in connection
with this Agreement or arising out of or based on the Distributor's or the
Distributor Indemnitees' performance hereunder, except to the extent the Losses
result from the Distributor's willful misfeasance, bad faith or negligence in
the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement. Promptly after receipt by the
Distributor of notice of the commencement of an investigation, action, claim or
proceeding, the Distributor shall, if a claim for indemnification in respect
thereof is to be made under this section, notify the Trust in writing of the
commencement thereof, although the failure to do so shall not prevent recovery
by the Distributor or any Distributor Indemnitee.
4.1(b) The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Trust elects to assume the defense, such defense shall be conducted by counsel
chosen by the Trust and approved by the Distributor, which approval shall not be
unreasonably withheld. In the event the Trust elects to assume the defense of
any such suit and retain such counsel and notifies the Distributor of such
election, the indemnified defendant or defendants in such suit shall bear the
fees and expenses of any additional counsel retained by them subsequent to the
receipt of the Trust's election. If the Trust does not elect to assume the
defense of any such suit, or in case the Distributor does not, in the exercise
of reasonable judgment, approve of counsel chosen by the Trust, or in case there
is a conflict of interest between the Trust and the Distributor or any of the
Distributor Indemnitees, the Trust will reimburse the indemnified person or
persons named as defendant or defendants in such suit,
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for the fees and expenses of any counsel retained by Distributor and them. The
Trust's indemnification agreement contained in this Section 4.1 and the Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
the Distributor and each of the Distributor Indemnitees, and shall survive the
delivery of any Shares and the termination of this Agreement. This agreement of
indemnity will inure exclusively to the Distributor's benefit, to the benefit of
each of the Distributor Indemnitees, and their estates and successors. The Trust
agrees promptly to notify Distributor of the commencement of any litigation or
proceedings against the Trust or any of its officers or Trustees in connection
with the issue and sale of any of the Shares.
4.1(c) The Trust acknowledges and agrees that in the event the Distributor,
at the request of the Trust, is required to give indemnification comparable to
that set forth in clause (a) of this Section to any entity selling Shares or
providing shareholder services to shareholders or others and such entity shall
make a claim for indemnification against the Distributor, the Distributor shall
make a similar claim for indemnification against the Trust and shall be entitled
to such indemnification.
4.2(a) Distributor shall indemnify, defend and hold the Trust, and each of
its present or former trustees, officers, employees, representatives, and any
person who controls or previously controlled the Trust within the meaning of
Section 15 of the 1933 Act ("Trust Indemnitees"), free and harmless from and
against any and all Losses which the Trust, and each of its present or former
trustees, officers, employees, representatives, or any such controlling person,
may incur under the 1933 Act, the 1934 Act, any other statute (including Blue
Sky laws) or any rule or regulation thereunder, or under common law or
otherwise, arising out of or based upon any untrue, or alleged untrue, statement
of a material fact contained in the Trust's registration statement or any
prospectus, as from time to time amended or supplemented, or the omission, or
alleged omission, to state therein a material fact required to be stated therein
or necessary to make the statement not misleading, but only if such statement or
omission was made in reliance upon, and in conformity with, information relating
to the Distributor and furnished in writing to the Trust or its counsel by the
Distributor for the purpose of, and used in, the preparation thereof.
Distributor's agreement to indemnify the Trust and any of the Trust Indemnitees
shall not be deemed to cover any Losses to the extent they arise out of or
result from the Trust's willful misfeasance, bad faith or negligence in the
performance of its duties, or by reason of its reckless disregard of its
obligations and duties, under this Agreement. Promptly after receipt by the
Trust of notice of the commencement of an investigation, action, claim or
proceeding, the Trust shall, if a claim for indemnification in respect thereof
is to be made under this section, notify the Distributor in writing of the
commencement thereof, although the failure to do so shall not prevent recovery
by the Trust or any Trust Indemnitee.
4.2(b) The Distributor shall be entitled to participate at its own expense
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Distributor elects to assume the defense, such defense shall be conducted by
counsel chosen by the Distributor and approved by the Trust, which approval
shall not be unreasonably withheld. In the event the Distributor elects to
assume the defense of any such suit and retain such counsel and notifies the
distributor of such election, the indemnified defendant or defendants in such
suit shall bear the fees and expenses of any
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additional counsel retained by them subsequent to the receipt of the
Distributor's election. If the Distributor does not elect to assume the defense
of any such suit, or in case the Trust does not, in the exercise of reasonable
judgment, approve of counsel chosen by the Distributor, the Distributor will
reimburse the indemnified person or persons named as defendant or defendants in
such suit, for the fees and expenses of any counsel retained by the Trust and
them. The Distributor's indemnification agreement contained in this Section 4.2
and the Distributor's representations and warranties in this Agreement shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Trust or any of the Trust Indemnitees, and shall
survive the delivery of any Shares and the termination of this Agreement. This
agreement of indemnity will inure exclusively to the Trust's benefit, to the
benefit of each of the Trust Indemnitees, and their estates and successors. The
Distributor agrees promptly to notify the Trust of the commencement of any
litigation or proceedings against the Distributor or any of its officers or
directors in connection with the issue and sale of any of the Shares.
5. Offering of Shares.
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No Shares shall be offered by either the Distributor or the Trust under any
of the provisions of this Agreement and no orders for the purchase or sale of
such Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as the current prospectus as required by Section 10 of
the 1933 Act, as amended, is not on file with the Commission; provided, however,
that nothing contained in this paragraph 5 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
any shareholder in accordance with the provisions of the prospectus or
Declaration of Trust.
6. Limitation of Liability.
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6.1 The Distributor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from the Distributor's willful misfeasance, bad faith or negligence in
the performance of such duties and obligations, or by reason of its reckless
disregard thereof. Furthermore, the Distributor shall not be liable for any
action taken or omitted to be taken in accordance with instructions received by
the Distributor from an officer or representative of the Trust.
6.2 The Distributor assumes no responsibility hereunder, and shall not be
liable, for any damage, loss of data, errors, delay or any other loss whatsoever
caused by events beyond its reasonable control. The Distributor will, however,
take all reasonable steps to minimize service interruptions for any period that
such interruption continues beyond its control.
6.3 Each party shall have the duty to mitigate damages for which the other
party may become responsible. Notwithstanding anything in this agreement to the
contrary, in no event shall either party, its affiliates or any of its or their
trustees, directors, officers, employees, agents or subcontractors, be liable
for lost profits or consequential damages.
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7. Term.
7.1 This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect with respect to each Fund until December
1, 2000. Thereafter, if not terminated, this Agreement shall continue
automatically in effect as to each Fund for successive annual periods, provided
such continuance is specifically approved at least annually by (i) the Trust's
Board of Trustees or (ii) the vote of a majority (as defined in the 1940 Act and
Rule 18f-2 thereunder) of the outstanding voting securities of a Fund, and
provided that in either event the continuance is also approved by a majority of
the Trust's Board of Trustees who are not "interested persons" (as defined in
the 0000 Xxx) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval.
7.2 This Agreement may be terminated without penalty with respect to a
particular Fund (1) through a failure to renew this Agreement at the end of a
term, (2) upon mutual consent of the parties, or (3) on no less than thirty (30)
days' written notice, by the Trust's Board of Trustees, by vote of a majority
(as defined with respect to voting securities in the 1940 Act and Rule 18f-2
thereunder) of the outstanding voting securities of a Fund, or by the
Distributor (which notice may be waived by the party entitled to such notice).
The terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed by
the Distributor and the Trust. This Agreement will also terminate automatically
in the event of its assignment (as defined in the 1940 Act).
8. Miscellaneous.
8.1 The services of the Distributor rendered to the Funds are not deemed to
be exclusive. The Distributor may render such services and any other services to
others, including other investment companies. The Trust recognizes that from
time to time directors, officers, and employees of the Distributor may serve as
directors, trustees, officers and employees of other entities (including other
investment companies) and that the Distributor or its affiliates may enter into
distribution, administration, fund accounting, transfer agent or other
agreements with such other entities.
8.2 Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records relative
to the Funds shareholders (and clients of said shareholders), and not to use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval may not be withheld where the
Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Trust. Records and information which have become
known to the public through no wrongful act of the Distributor or any of its
employees, agents or representatives shall not be subject to this paragraph.
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8.3 This Agreement shall be governed by Wisconsin law, excluding the laws
on conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein shall
be construed in a manner inconsistent with the 1940 Act or any rule or order of
the Commission thereunder. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
8.4 Any notice required or to be permitted to be given by either party to
the other shall be in writing and shall be deemed to have been given when sent
by registered or certified mail, postage prepaid, return receipt requested, as
follows: Notice to the Distributor shall be sent to Sunstone Distribution
Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX, 00000,
Attention: Xxxxxx X. Xxxxxxx, and notice to the Trust shall be sent to RREEF
Funds, 000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: President.
8.5 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts shall
together constitute but one and the same instrument.
8.6 This Agreement is executed by the Trust with respect to each of the
Funds and the obligations hereunder are not binding upon any of the trustees,
officers or shareholders of the Trust individually but are binding only upon the
Fund to which such obligations pertain and the assets and property of such Fund.
All obligations of the Trust under this Agreement shall apply only on a
Fund-by-Fund basis, and the assets of one Fund shall not be liable for the
obligations of another Fund. The Fund's Declaration of Trust is on file with the
Secretary of Delaware.
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8.7 The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise effect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
RREEF SECURITIES TRUST
(the "Trust")
By:
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President
SUNSTONE DISTRIBUTION SERVICES, LLC
(the "Distributor")
By:
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Xxxxxx X. Xxxxxxx
President
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Schedule A
to the
Distribution Agreement
by and between
RREEF Securities Trust
and
Sunstone Distribution Services, LLC
Name of Funds
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Fund Effective Date
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RREEF Rreal Estate Securities Fund December 1, 1999
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Schedule B
to the
Distribution Agreement
by and between
RREEF Securities Trust
and
Sunstone Distribution Services, LLC
FEES
As compensation for the services performed by the Distributor, the Trust shall
pay the Distributor a fee payable monthly in arrears, equal to 0.02% of the
average net assets of each Fund up to $250 million and 0.01% of the average net
assets of each Fund over $250 million, subject to a minimum annual fee per Fund
of $25,000. The minimum annual fee shall be reduced by 10% until the earlier of
12 months from the effective date of the Fund or the Fund's assets reach $40
million. In addition, the Trust shall pay to Distributor a fee based on the
actual time spent by representatives of Distributor providing compliance review
of sales literature and marketing materials at the hourly rate of $150 per hour.
Such fees shall be payable monthly promptly (as specified in the invoice) after
the receipt by the Trust of an invoice for such fees.
In addition to the compensation payable to the Distributor, the Funds agree to
reimburse, upon request (or pay directly at the Distributor's discretion), the
Distributor's out-of-pocket expenses in providing services hereunder including,
without limitation, amounts paid or to be paid by Distributor to dealers or
others entering into selling, servicing or related agreements with the
Distributor or the Trust.
Such fees and expenses shall be paid to the Distributor by the respective Funds
pursuant to the Trust's Rule 12b-1 Plan or, if the Rule 12b-1 Plan payments are
not sufficient to pay such fees and expenses over an annual period, or if the
Rule 12b-1 Plan is discontinued, or if the Fund otherwise determines that Rule
12b-1 Plan fees may not be paid, in whole or in part, to the Distributor, the
Funds' adviser(s) shall be responsible for the payment of the amount of such
fees not covered by Rule 12b-1 payments and shall reimburse Distributor or pay
directly at the Distributor's discretion such amounts.
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