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EXHIBIT (m)(1)
ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT, dated as of
_______, _______ between Xxxxxxxx Advisors, Inc. ("Xxxxxxxx Advisors") and
________________(the "Service Organization").
The Parties hereto enter into a Administration, Shareholder Services
and Distribution Agreement ("Service Agreement") with respect to the shares of
Xxxxxxxx Capital Fund, Inc., Xxxxxxxx Cash Management Fund, Inc., Xxxxxxxx
Common Stock Fund, Inc., Xxxxxxxx Communications and Information Fund, Inc.,
Xxxxxxxx Frontier Fund, Inc., Xxxxxxxx Growth Fund, Inc., Xxxxxxxx Xxxxxxxxx
Global Fund Series, Inc., Xxxxxxxx High Income Fund Series, Xxxxxxxx Income
Fund, Inc., Xxxxxxxx New Jersey Municipal Fund, Inc., Xxxxxxxx Pennsylvania
Municipal Fund Series, Xxxxxxxx Municipal Fund Series, Inc., Xxxxxxxx Municipal
Series Trust, Xxxxxxxx Value Fund Series, Inc. (the "Funds"), and any other
future mutual funds that may become members of the Xxxxxxxx Group of Investment
Companies which adopt an Administration, Shareholder Services and Distribution
Plan, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "Act"), and in consideration of the mutual agreements herein made,
agree as follows:
The Service Organization shall make such use of or provide such
information and services as may be necessary or appropriate (i) to provide
shareholder services to shareholders of the Funds and (ii) to assist Xxxxxxxx
Advisors in any distribution of shares of the Funds, including, without
limitation, making use of the Service Organization's name, client lists, and
publications, for the solicitation of sales of shares of the Funds to Service
Organization clients, and such other assistance as Xxxxxxxx Advisors reasonably
requests, to the extent permitted by applicable statute, rule or regulation.
1. Except with respect to the Class C and Class D shares of a Fund for the
first year following the sale thereof, Xxxxxxxx Advisors shall pay to
the Service Organization a service fee (as defined in the National
Association of Securities Dealers, Inc. Rules of Fair Practice) not to
exceed .25 of 1% per annum of the average daily net assets of each
class of shares of each Fund attributable to the clients of the Service
Organization.
2. With respect to the first year following the sale of Class C and Class
D shares of a Fund, Xxxxxxxx Advisors shall pay to the Service
Organization at or promptly after the time of sale a service fee (as
defined in the National Association of Securities Dealers, Inc. Rules
of Fair Practice) not to exceed .25 of 1% of the net asset value of the
Class C or Class D shares sold by the Service Organization. Such
service fee shall be paid to the Service Organization solely for
personal services and/or the maintenance of shareholder accounts to be
provided by the Service Organization to the purchaser of such Class C
or Class D Shares over the course of the first year following the sale.
3. Any service fee paid hereunder shall be paid solely for personal
services and/or the maintenance of shareholder accounts. For greater
certainty, no part of a service fee shall be paid for subtransfer
agency services, subaccounting services, or administrative services.
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4. In addition to payment of the service fee, from time to time Xxxxxxxx
Advisors may make payments to the Service Organization in addition to
those contemplated above for providing distribution assistance with
respect to assets invested in each Fund by its clients.
5. Neither the Service Organization nor any of its employees or agents are
authorized to make any representation concerning the Funds or the
Funds' shares except those contained in the then current Prospectus,
copies of which will be supplied by Xxxxxxxx Advisors. The Service
Organization shall have no authority to act as agent for Xxxxxxxx
Advisors or the Funds.
6. In consideration of the services provided pursuant to paragraphs 1, 2
and/or 4 above, the Service Organization shall be entitled to receive
fees as are set forth in Exhibit A hereto as may be amended from time
to time by Xxxxxxxx Advisors. Xxxxxxxx Advisors has no obligation to
make any such payments and the Service Organization agrees to waive
payment of its fee until Xxxxxxxx Advisors is in receipt of the fee
from the Fund(s). The payment of fees has been authorized pursuant to
Administration, Shareholder Services and Distribution Plans (the
"Plans") approved by the Directors/Trustees and the shareholders of
the Funds pursuant to the requirements of the Act and such
authorizations may be withdrawn at any time.
7. It is understood that the Funds reserve the right, at their discretion
and without notice, to suspend or withdraw the sale of shares of the
Funds. This Agreement shall not be construed to authorize the Service
Organization to perform any act that Xxxxxxxx Advisors would not be
permitted to perform under the respective Distributing Agreements
between each of the Funds and Xxxxxxxx Advisors.
8. Subject to the proviso in Section 6 of the Plans, this Agreement shall
continue until December 31 of the year in which any Plan has first
been approved by shareholders and through December 31 of each year
thereafter provided such continuance is specifically approved at least
annually by a vote of a majority of (i) the Fund's Directors/Trustees
and (ii) the Qualified Directors/Trustees cast in person at a meeting
called for the purpose of voting on such approval and provided further
that the Service Organization shall not have notified Xxxxxxxx
Advisors in writing at least 60 days prior to the anniversary date of
the previous continuance that it does not desire such continuance.
This Agreement may be terminated at any time without payment of any
penalty with respect to any of the Funds by vote of a majority of the
Qualified Directors/Trustees, or by vote of a majority of the
outstanding voting securities of the particular Fund or class or
series of a Fund, on 60 days' written notice to the Service
Organization and Xxxxxxxx Advisors. Notwithstanding anything
contained herein, in the event that any of the Plans shall be
terminated or any of the Plans or any part thereof shall be found
invalid or ordered terminated by any regulatory or judicial authority,
or the Service Organization shall fail to perform the services
contemplated by this Agreement, such determination to be made in good
faith by Xxxxxxxx Advisors, this Agreement may be terminated with
respect to such Plan effective upon receipt of written notice thereof
by the Service Organization. This Agreement will also terminate
automatically in the event of its assignment.
9. All communications to Xxxxxxxx Advisors shall be sent to it at its
offices, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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Any notice to the Service Organization shall be duly given if mailed or
telegraphed to it at the address shown below.
10. As used in this Agreement, the terms "assignment", "interested person"
and "vote of a majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and in the rules and
regulations thereunder and the term "Qualified Directors/Trustees"
shall mean the Directors/Trustees of a Fund who are not interested
persons of the Fund and have no direct or indirect financial interest
in its Plan or in any agreements related to the Plan.
11. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, any of the parties to do anything in violation
of any applicable laws or regulations.
IN WITNESS WHEREOF, Xxxxxxxx Advisors and the Service Organization have caused
this Agreement to be executed by their duly authorized offices as of the date
first above written.
XXXXXXXX ADVISORS, INC.
By:
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Xxxxxxx X. Xxxxxxx, President
SERVICE ORGANIZATION
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By:
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Address:
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6/99
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ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT
EXHIBIT A
The payment schedule for Service Organizations is set forth immediately below:
FEES AS A PERCENTAGE OF EACH FUND'S/SERIES'
NET ASSETS ATTRIBUTABLE TO SERVICE ORGANIZATIONS*
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CLASS A CLASS B CLASS C CLASS D
FUND NAME SHARES SHARES(1) SHARES(2) Shares(2)
--------- ------- --------- --------- ---------
Xxxxxxxx Capital Fund, Inc. .25% .25% 1.00% 1.00%
Xxxxxxxx Cash Management Fund, Inc. 0% .25% 1.00%+ 1.00%
Xxxxxxxx Common Stock Fund, Inc. .25% .25% 1.00% 1.00%
Xxxxxxxx Communications and Information Fund, Inc. .25% .25% 1.00% 1.00%
Xxxxxxxx Frontier Fund, Inc. .25% .25% 1.00% 1.00%
Xxxxxxxx Growth Fund, Inc. .25% .25% 1.00% 1.00%
Xxxxxxxx Xxxxxxxxx Global Fund Series, Inc:
Xxxxxxxx Xxxxxxxxx Emerging Markets Growth Fund .25% .25% 1.00% 1.00%
Xxxxxxxx Xxxxxxxxx Global Smaller Companies Fund .25% .25% 1.00% 1.00%
Xxxxxxxx Xxxxxxxxx Global Growth Opportunities Fund .25% .25% 1.00% 1.00%
Seligman Xxxxxxxxx Global Technology Fund .25% .25% 1.00% 1.00%
Xxxxxxxx Xxxxxxxxx International Fund .25% .25% 1.00% 1.00%
Xxxxxxxx High Income Fund Series:
U.S. Government Securities Series .25% .25% 1.00% 1.00%
High-Yield Bond Series .25% .25% 1.00% 1.00%
Xxxxxxxx Income Fund, Inc. .25% .25% 1.00% 1.00%
Xxxxxxxx New Jersey Municipal Fund, Inc. .25% -- 1.00% 1.00%
Xxxxxxxx Pennsylvania Municipal Fund Series .25% -- 1.00% 1.00%
Xxxxxxxx Municipal Fund Series, Inc:
National Series .10% -- 1.00% 1.00%
Colorado Series .10% -- 1.00% 1.00%
Georgia Series .10% -- 1.00% 1.00%
Louisiana Series .10% -- 1.00% 1.00%
Maryland Series .10% -- 1.00% 1.00%
Massachusetts Series .10% -- 1.00% 1.00%
Michigan Series .10% -- 1.00% 1.00%
Minnesota Series .10% -- 1.00% 1.00%
Missouri Series .10% -- 1.00% 1.00%
New York Series .10% -- 1.00% 1.00%
Ohio Series .10% -- 1.00% 1.00%
Oregon Series .10% -- 1.00% 1.00%
South Carolina Series .10% -- 1.00% 1.00%
Xxxxxxxx Municipal Series Trust:
California Municipal Quality Series .10% -- 1.00% 1.00%
California Municipal High-Yield Series .10% -- 1.00% 1.00%
Florida Municipal Series .25% -- 1.00% 1.00%
North Carolina Municipal Series .25% -- 1.00% 1.00%
Xxxxxxxx Value Fund Series, Inc.:
Xxxxxxxx Large-Cap Value Fund .25% .25% 1.00% 1.00%
Xxxxxxxx Small-Cap Value Fund .25% .25% 1.00% 1.00%
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* Included in each of the percentages above is the service fee (as
defined in the National Association of Securities Dealers, Inc. Rules
of Fair Practice) with respect to each class of shares referred to in
paragraph 1 of this Agreement. Except as provided in Footnote (2)
below, Xxxxxxxx Advisors shall pay the fees provided for above to the
Service Organization quarterly.
(1) Class B Shares are not available for the Xxxxxxxx New Jersey Municipal
Fund, Inc., Xxxxxxxx Pennsylvania Municipal Fund Series or any Series of
Xxxxxxxx Municipal Fund Series, Inc. or Xxxxxxxx Municipal Series Trust.
(2) At or promptly after the time of sale of any Class C or Class D
Shares, a Service Organization shall be paid .25% of the net asset
value of the Class C or Class D Shares sold by it, representing the
service fee referred to in paragraph 2 of this Agreement for services
to be provided to Class C or Class D shareholders, as applicable,
over the course of the one year period immediately following the
sale. Commencing in year two, the Service Organization shall be paid
1.00% of the net asset value of the Class C or Class D shares
invested in a Fund, such fee to be comprised of a .25% service fee
and a .75% fee referred to in paragraph 4 of this Agreement for
providing distribution assistance with respect to assets invested in
such Fund.
+ The fees referred to in Footnote 2 will not be paid on new sales of
Class C shares of Xxxxxxxx Cash Management Fund, Inc. Such fees will
only be paid on Class C shares of Xxxxxxxx Cash Management Fund, Inc.
which were purchased by an exchange of Class C shares from another
Xxxxxxxx Mutual Fund.
June 1, 1999
