CLASS B DISTRIBUTION PLAN
OF
XXXXX U.S. EMERGING GROWTH FUND
(A SERIES OF XXXXX FUNDS, INC.)
PURSUANT TO RULE 12b-1
THIS DISTRIBUTION PLAN made as of the 4th day of December, 1995, by
and between Xxxxx Funds, Inc., a Minnesota corporation (the "Company"), for and
on behalf of Xxxxx U.S. Emerging Growth Fund (the "Fund"), a separately managed
series of the Company, and U.S. Growth Investments, Inc., a Minnesota
corporation (the "Distributor").
W I T N E S S E T H:
WHEREAS, the Company is engaged 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 Distributor 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 Company proposes to enter into a Distribution Agreement
with the Distributor, pursuant to which the Distributor will act as the
exclusive distributor and representative of the Fund in the offer and sale of
Class B shares of common stock, par value $.01 per share (the "Class B shares"),
of the Fund to the public; and
WHEREAS, the Fund desires to adopt this Class B Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to
which the Fund will pay an account maintenance fee and a distribution fee to the
Distributor with respect to the Fund's Class B shares; and
WHEREAS, the Directors of the Company have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class B shareholders.
NOW, THEREFORE, the Company, for and on behalf of the Fund, hereby
adopts, and the Distributor xxxxxx 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 Fund shall pay Distributor 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 the Distributor
and securities firms with which the Distributor enters into related agreements
pursuant to paragraph 5 hereof ("Sub-Agreements") for account maintenance
activities with respect to Class B shareholders of the Fund.
2. The Fund shall pay the Distributor 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 the Class B shares to compensate the Distributor
and securities firms with which Distributor enters into related Sub-Agreements
for providing sales and promotional activities and services relating to the
Class B shares. Such activities and services will relate to the sale, promotion
and marketing of the Class B shares. Such expenditures may consist of sales
commissions to financial consultant for selling Class B shares, compensation,
sales incentives and payments to sales and marketing personnel, payment of
expenses incurred in sales and promotional activities, including advertising
expenditures relating 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 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. On the conversion date (as hereinafter defined) next following
the eighth anniversary of the purchase of a Class B share, such share shall
automatically convert into Class D shares, the conversion ratio being determined
by the relative net asset value of Class B and Class D shares on the conversion
date. The "conversion date" shall be the 15th day of each month (or if such day
is not a business day, the next following business day). For purposes hereof, a
"business day" means any day other than a Saturday, a Sunday or a day on which
banking or trust institutions in the cities of Minneapolis, Minnesota and New
York, New York are authorized or obligated by law, executive order or
governmental decree to be closed.
4. Payments made pursuant to the Plan will be imposed directly
against the assets of the Fund relating to the Class B shares.
5. The Fund hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms") to provide
compensation to such Securities Firms for activities and services of the type
referred to in paragraphs 1 and 2 hereof. The Distributor 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-Agreements shall provide that the Securities Firms shall provide the
Distributor with such information as is reasonably necessary to permit the
Distributor to comply with the reporting requirements set forth in paragraph 6
hereof.
6. The Distributor shall provide the Fund 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.
7. The 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.
8. The 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 Company and (b) those Directors of the Company who are not
"interested persons" of the Company, as defined in the Investment Company Act,
and have no direct or indirect financial interest in the operation of the 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 the Plan and such
related agreements.
9. The 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 8.
10. The 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.
11. The Plan may not be amended to increase materially the rate of
payments by the Fund 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
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the Company in the manner provided for in paragraph 8 hereof, and no material
amendment to the Plan shall be made unless approved in the manner provided
for approval and annual renewal in paragraph 8 hereof.
12. While the Plan is in effect, the selection and nomination of
Directors who are not interested persons, as defined in the Investment Company
Act, of the Company shall be committed to the discretion of the Directors who
are not interested persons.
13. The Fund shall preserve copies of the Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of the Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of
the date first above written.
XXXXX FUNDS, INC.
By:_____________________________________
Title:
U.S. GROWTH INVESTMENTS, INC.
By:_____________________________________
Title:
M1:0084953.01
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