Exhibit (m)(13)
Fund: Xxxxxxx International Research Fund, Inc. (the "Fund")
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Series: Xxxxxxx International Research Fund (the "Series")
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Class: Class A (the "Class")
RULE 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for
the Fund, on behalf of the Series, for the Class (all as noted and defined
above) by a majority of the members of the Fund's Board of Directors, including
a majority of the Directors who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Directors") at a meeting
called for the purpose of voting on this Plan.
1. Services. Pursuant to the terms of a Shareholder Services Agreement
(the "Services Agreement"), Xxxxxxx Distributors, Inc. ("SDI") provides
information and administrative services for the benefit of the Fund and its
shareholders. This Plan authorizes the Fund to pay SDI the administrative
services fee computed at an annual rate of up to 0.25 of 1% of the average daily
net assets of the Class, as set forth in the Services Agreement. As described in
the Services Agreement, SDI may use the administrative services fee to
compensate various financial services firms ("Firms") for providing such office
space and equipment, telephone facilities, personnel or other services as may be
necessary or beneficial for providing information and services to investors in
the Fund. Such services and assistance may include, but are not limited to,
establishing and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the Fund and its
special features, providing assistance to investors in changing dividend and
investment options, account designations and addresses, and such other
administrative services as the Fund or SDI may reasonably request.
2. Periodic Reporting. SDI shall prepare reports for the Board of
Directors of the Fund on a quarterly basis for the Class showing amounts paid to
the various Firms pursuant to this Plan, the Services Agreement and any other
related agreement, the purpose for such expenditure, and such other information
as from time to time shall be reasonably requested by the Board of Directors.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the Directors, and of the Qualified Directors, cast in person at a
meeting called for such purpose.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Class by vote of a majority of the Qualified Directors or by
vote of the majority of the outstanding voting securities of the Class.
5. Amendment. This Plan may not be amended to materially increase the
amount payable to SDI by the Fund for its services under the Services Agreement
with respect to the Class without the vote of a majority of the outstanding
voting securities of the Class. All material amendments to this Plan must in any
event be approved by a vote of a majority of the Board, and of the Qualified
Directors, cast in person at a meeting called for such purpose.
6. Selection of Non-Interested Directors. So long as this Plan is in
effect, the selection and nomination of those Directors who are not interested
persons of the Fund will be committed to the discretion of Directors who are not
themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Services Agreement and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the Services
Agreement or any such report, as the case may be, the first two (2) years in an
easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Class and shall not be binding on any
director, officer, employee, agent, or shareholder of the Fund.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series or Class as the Act or the rules thereunder so require.
Dated: July 1, 2001
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