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Exhibit 15(a)
AMENDED AND RESTATED
CLASS B DISTRIBUTION PLAN
OF
XXXXXXX XXXXX FUND FOR TOMORROW, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN amended and restated as of September 2, 1992, by and
between Xxxxxxx Xxxxx Fund For Tomorrow, Inc., a Maryland corporation (the
"Fund"), and Xxxxxxx Xxxxx Funds Distributor, Inc., a Delaware corporation
("MLFD").
WITNESSETH:
WHEREAS, the Fund 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, 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 has entered into a Class B Shares Distribution
Agreement with MLFD, pursuant to which MLFD acts 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;
WHEREAS, the Fund has entered into a Class B Distribution Plan (the
"Prior Plan") pursuant to Rule 12b-1 under the Investment Company Act; and
WHEREAS, the Fund desires to adopt this Amended and Restated 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
Class B 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
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to Class B shares to compensate MLFD and securities firms with which MLFD enters
into related agreements pursuant to Paragraph 3 hereof ("Sub-Agreements") 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 0.75% of average daily net assets
of the Fund relating to Class B shares to compensate MLFD and the securities
firms with which MLFD 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 inventives and payments
to sales and marketing personnel, and the payment of expenses incurred in its
sales and promotional activities, including advertising expenditures erelated 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 the 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 l 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 will be submitted for approval 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 held by the public.
6. The Plan shall not take effect until it has been approved,
together with any related agreements, by (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.
7. 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 6.
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8. 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.
9. 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 the Directors of the Fund
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 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 discretion of the Directors
who are not interested persons.
11. 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 this Plan as of
the date first above written.
XXXXXXX XXXXX FUND FOR TOMORROW, INC.
By______________________________________
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By______________________________________
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AMENDED AND RESTATED
CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT amended and restated as of September 2, 1992 by and between
Xxxxxxx Xxxxx Funds Distributor, Inc. ("MLFD") and Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated (the "Securities Firm").
W I T N E S S T H
WHEREAS, MLFD has entered into an agreement with Xxxxxxx Xxxxx Fund For
Tomorrow, 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 the Fund have entered into an Amended and Restated
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 activities
related to 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, 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
activities and 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 account
maintenance fee and the distribution fee during such period referred to in
Paragraph 4 of the Plan.
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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, this Agreement or any agreements related to the Plan or this
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 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 of
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_____________________________________
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By_____________________________________
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