EXHIBIT 13A
CLASS B DISTRIBUTION PLAN
OF
XXXXXXX XXXXX LARGE CAP GROWTH FUND
OF
XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ____ day of ___________, ____, by and
between Xxxxxxx Xxxxx Large Cap Series Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of its series, Xxxxxxx Xxxxx Large Cap Growth Fund
(the "Fund"), and Princeton Funds Distributor, Inc., a Delaware corporation
("PFD").
W I T N E S S E T H :
--------------------
WHEREAS, the Corporation intends to engage in business as an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the Directors of the Corporation (the "Directors") are authorized
to establish separate series relating to separate portfolios of securities, each
of which may offer separate classes of shares; and
WHEREAS, the Directors have established the Fund as a series of the
Corporation; and
WHEREAS, PFD is a securities firm engaged in the business of selling shares
of investment companies either directly to purchasers or through other
securities dealers; and
WHEREAS, the Corporation proposes to enter into a Class B Shares
Distribution Agreement with PFD, pursuant to which PFD will act as the exclusive
distributor and representative of the Corporation in the offer and sale of Class
B shares of common stock, par value $0.10 per share (the "Class B shares"), of
the Fund to the public; and
WHEREAS, the Corporation desires to adopt this Class B Shares Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act,
pursuant to which the Corporation will pay an account maintenance fee and a
distribution fee to PFD with respect to the Fund's Class B shares; and
WHEREAS, the Directors of the Corporation have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
shareholders.
NOW, THEREFORE, the Corporation hereby adopts, and PFD hereby agrees to the
terms of the Plan in accordance with Rule 12b-1 under the Investment Company Act
on the following terms and conditions:
1. The Corporation shall pay PFD an account maintenance fee under the Plan
at the end of each month at the annual rate of 0.25% of average daily net assets
of the Fund relating to Class B shares to compensate PFD and securities firms
with which PFD enters into related agreements pursuant to Paragraph 3 hereof
("Sub-Agreements") for providing account maintenance activities with respect to
Class B shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial consultants for maintaining accounts in connection with
Class B shares of the Fund and payment of expenses incurred in connection with
such account maintenance activities including the costs of making services
available to shareholders including assistance in connection with inquiries
related to shareholder accounts.
2. The Corporation shall pay PFD a distribution fee under the Plan at the
end of each month at the annual rate of 0.75% of average daily net assets of the
Fund relating to Class B shares to compensate PFD and securities firms with
which PFD enters into related Sub-Agreements for providing sales and promotional
activities and services. Such activities and services will relate to the sale,
promotion and marketing of the Class B shares of the Fund. Such expenditures
may consist of sales commissions to financial consultants for selling Class B
shares of the Fund, compensation, sales incentives and payments to sales and
marketing personnel, and the payment of expenses incurred in its sales and
promotional activities, including advertising expenditures related to the Fund
and the costs of preparing and distributing promotional materials. The
distribution fee may also be used to pay the financing costs of carrying the
unreimbursed expenditures described in this Paragraph 2. Payment of the
distribution fee described in this Paragraph 2 shall be subject to any
limitations set forth in any applicable regulation of the National Association
of Securities Dealers, Inc.
3. The Corporation hereby authorizes PFD to enter into Sub-Agreements with
certain securities firms ("Securities Firms"), including Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, to provide compensation to such Securities Firms
for activities and services of the type referred to in Paragraphs 1 and 2
hereof. PFD may reallocate all or a portion of its account maintenance fee or
distribution fee to such Securities Firms as compensation for the above-
mentioned activities and services. Such Sub-Agreement shall provide that the
Securities Firms shall provide PFD with such information as is reasonably
necessary to permit PFD to comply with the reporting requirements set forth in
Paragraph 4 hereof.
4. PFD shall provide the Corporation for review by the Board of Directors,
and the Directors shall review, at least quarterly, a written report complying
with the requirements of Rule 12b-1 regarding the disbursement of the account
maintenance fee and the distribution fee during such period.
5. This Plan shall not take effect until it has been approved by a vote of
at least a majority, as defined in the Investment Company Act, of the
outstanding Class B voting securities of the Fund.
6. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Directors of
the Corporation and (b) those Directors of the Corporation who are not
"interested persons" of the Corporation, as defined in the Investment Company
Act, and have no direct or indirect financial interest in the operation of
2
this Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in
person at a meeting or meetings called for the purpose of voting on this Plan
and such related agreements.
7. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Paragraph 6.
8. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class B voting
securities of the Fund.
9. This Plan may not be amended to increase materially the rate of
payments provided for herein unless such amendment is approved by at least a
majority, as defined in the Investment Company Act, of the outstanding Class B
voting securities of the Fund, and by the Directors of the Corporation in the
manner provided for in Paragraph 6 hereof, and no material amendment to the Plan
shall be made unless approved in the manner provided for approval and annual
renewal in Paragraph 6 hereof.
10. While this Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Corporation shall be committed to the discretion of the Directors who are not
interested persons.
11. The Corporation shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Paragraph 4 hereof, for a period of
not less than six years from the date of this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
3
IN WITNESS WHEREOF, the parties hereto have executed this Distribution Plan
as of the date first above written.
XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC. on
behalf of its series, XXXXXXX XXXXX LARGE CAP
GROWTH FUND
By:
-----------------------------------
Name:
Title:
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-----------------------------------
Name:
Title:
4
CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the ____ day of _________, ____, by and between
Princeton Funds Distributor, Inc., a Delaware corporation ("PFD"), and Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, a Delaware corporation ("Securities
Firm").
W I T N E S S E T H :
--------------------
WHEREAS, PFD has entered into an agreement with Xxxxxxx Xxxxx Large Cap
Series Funds, Inc., a Maryland corporation (the "Corporation"), on behalf of its
series, Xxxxxxx Xxxxx Large Cap Growth Fund (the "Fund"), pursuant to which it
acts as the exclusive distributor for the sale of Class B shares of common
stock, par value $0.10 per share (the "Class B shares"), of the Fund; and
WHEREAS, PFD and the Corporation have entered into a Class B Shares
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act"), pursuant to which PFD receives an
account maintenance fee from the Corporation at the annual rate of 0.25% of
average daily net assets of the Fund relating to Class B shares for account
maintenance services related to the Class B shares of the Fund and a
distribution fee from the Fund at the annual rate of 0.75% of average daily net
assets of the Fund relating to Class B shares for providing sales and
promotional activities and services related to the distribution of Class B
shares of the Fund; and
WHEREAS, PFD desires the Securities Firm to perform certain account
maintenance activities and sales and promotional activities and services for the
Fund's Class B shareholders and the Securities Firm is willing to perform such
services;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance activities and
services with respect to the Class B shares of the Fund and incur expenditures
in connection with such activities and services of the types referred to in
Paragraph 1 of the Plan.
2. The Securities Firm shall provide sales and promotional activities with
respect to the sale of the Class B shares of the Fund and incur distribution
expenditures of the types referred to in Paragraph 2 of the Plan.
3. As compensation for its activities and services performed under this
Agreement, PFD shall pay the Securities Firm an account maintenance fee and a
distribution fee at the end of each calendar month in an amount agreed upon by
the parties hereto.
4. The Securities Firm shall provide PFD, at least quarterly, such
information as reasonably requested by PFD to enable PFD to comply with the
reporting requirements of Rule
12b-1 regarding the disbursement of the account maintenance fee and the
distribution fee during such period referred to in Paragraph 4 of the Plan.
5. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Directors of the Corporation and (b) those
Directors of the Corporation who are not "interested persons" of the
Corporation, as defined in the Act, and have no direct or indirect financial
interest in the operation of this Plan or any agreements related to it (the
"Rule 12b-1 Directors"), cast in person at a meeting or meetings called for the
purpose of voting on this Agreement.
6. This Agreement shall continue in effect for as long as such continuance
is specifically approved at least annually in the manner provided for approval
of the Plan in Paragraph 6.
7. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Plan or any amendment to
the Plan that requires such termination.
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-----------------------------------
Name:
Title:
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By:
-----------------------------------
Name:
Title:
3
