EXHIBIT 99.15(a)
CLASS B DISTRIBUTION PLAN
OF
XXXXXXX XXXXX CORPORATE HIGH YIELD FUND, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ____ day of ___________, 1998 by
and between Xxxxxxx Xxxxx Corporate High Yield Fund, Inc., a Maryland
corporation (the "Fund"), and Xxxxxxx Xxxxx Funds Distributor, Inc., a Delaware
corporation ("MLFD").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Fund 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, MLFD 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 Fund proposes to enter into a Class B Shares
Distribution Agreement with MLFD, pursuant to which MLFD 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 $0.10 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
MLFD with respect to the Fund's Class B Shares; and
WHEREAS, the Directors of the Fund have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
shareholders.
NOW, THEREFORE, the Fund hereby adopts, and MLFD 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 Fund shall pay MLFD 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 MLFD and securities firms
with which MLFD enters into related agreements ("Sub-Agreements") pursuant to
Paragraph 3 hereof for account maintenance activities with respect to Class B
shareholders of the Fund.
2. The Fund shall pay MLFD a distribution fee under the Plan at the
end of each month at the annual rate of 0.50% of average daily net assets of the
Fund relating to Class B shares to compensate MLFD and securities firms with
which MLFD enters into related agreements ("Sub-Agreements") pursuant to
Paragraph 3 hereof 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 limitation set forth in any applicable
regulation of the National Association of Securities Dealers, Inc.
3. The Fund hereby authorizes MLFD 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. MLFD 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 MLFD with such information as is reasonably
necessary to permit MLFD to comply with the reporting requirements set forth in
Paragraph 4 hereof.
4. MLFD 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.
5. 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 Fund and (b) those Directors of the Fund who are not
"interested persons" of the Fund, 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.
6. 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 5.
7. 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.
8. The 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 Fund in the manner
provided for in Paragraph 5 hereof, and no material amendment to the Plan shall
be made unless approved in the manner provided for approval and annual renewal
in Paragraph 5 hereof.
9. 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 Fund shall be committed to the
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discretion of the Directors who are not interested persons.
10. The Fund shall preserve copies of the 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 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 the Plan as of
the date first above written.
XXXXXXX XXXXX CORPORATE HIGH YIELD FUND, INC.
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
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CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the _____ day of __________, 1998 by and
between Xxxxxxx Xxxxx Funds Distributor, Inc. ("MLFD"), and Xxxxxxx Lynch,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, a Delaware corporation (the "Securities
Firm").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, MLFD has entered into an agreement with Xxxxxxx Xxxxx
Corporate High Yield Fund, Inc., a Maryland corporation (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, MLFD and Fund have entered into a Class B Distribution Plan
(the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Act") pursuant to which MLFD receives an account maintenance fee from the
Fund 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
0.50% 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; and
WHEREAS, MLFD 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
with respect to the Class B shares of the Fund of the types referred to in
Paragraph 1 of the Plan.
2. The Securities Firm shall provide sales and promotional
activities and services 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 Sub-Agreement, MLFD 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 MLFD, at least quarterly, such
information as reasonably requested by MLFD to enable MLFD to comply with the
reporting requirements of Rule 12b-1 regarding the disbursement of the fee
during such period referred to in Paragraph 4 of the Plan.
5. This Sub-Agreement shall not take effect until it has been
approved by votes of a majority of both (a) the Directors of the Fund and (b)
those Directors of the Fund who are not "interested persons" of the Fund, as
defined in the Act, and have no direct or indirect financial interest in the
operation of the Plan or any agreements related to the Plan or this
Sub-Agreement (the "Rule 12b-1 Directors"), cast in person at a meeting or
meetings called for the purpose of voting on this Agreement.
6. This Sub-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 5.
7. This Sub-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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
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