DISTRIBUTION RELATED SERVICES AGREEMENT
Xxxxx & Company
Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Cowen Series Funds, Inc. (the "Company") confirms its
agreement with Xxxxx & Company ("Cowen") implementing the terms of the
shareholder servicing and distribution plan dated as of November __, 1997 (the
"Plan") adopted by the Company with respect to the Class B shares (the "Class B
shares") of Cowen Large Cap Value Fund (the "Fund"), a series of the Company,
pursuant to Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), as follows:
Section 1. Compensation and Services to be Rendered.
(a) The Company will pay Cowen an annual fee in connection
with distribution related services provided with respect to the Class B shares
of the Fund. The annual fee paid to Cowen under this Agreement will be
calculated daily and paid monthly by the Company at the annual rate of .75% of
the value of the average daily net assets of the Fund.
(b) The annual fee will be used by Cowen to provide initial
and ongoing sales compensation to its registered representatives in respect of
sales of Class B shares of the Fund; costs of printing and distributing the
Fund's Prospectus, Statement of Additional Information and sales literature to
prospective investors that are attributable to sales of the Class B shares;
costs associated with any advertising relating to the Class B shares of the
Fund; an allocation of overhead and other Cowen branch office expenses related
to the distribution of the Class B shares of the Fund; and payments to, and
expenses of, persons who provide support services in connection with the
distribution of the Class B shares of the Fund.
Section 2. Approval by Directors.
This Agreement will not take effect until approved by a
majority vote of both (a) the full Board of Directors of the Company and (b)
those Directors who are not interested persons of the Company and who have no
direct or indirect financial interest in the operation of the Plan or in this
Agreement (the "Independent Directors"), cast in person at a meeting called for
the purpose of voting on this Agreement.
Section 3. Continuance.
This Agreement will continue in effect from year to year so
long as its continuance is specifically approved annually by vote of the
Company's Board of Directors in the manner described in Section 2 above.
Section 4. Termination.
(a) This Agreement may be terminated at any time, without the
payment of any penalty, by vote of a majority of the Independent Directors or by
vote of a majority of the outstanding voting securities represented by the Class
B shares of the Fund on not more than 60 days' written notice to Cowen.
(b) This Agreement will terminate automatically in the event
of its assignment.
Section 5. Selection of Certain Directors.
While this Agreement is in effect, the selection and
nomination of the Company's Directors who are not interested persons of the
Company will be committed to the discretion of the Directors then in office who
are not interested persons of the Company.
Section 6. Written Reports.
Cowen agrees that, in each year during which this Agreement
remains in effect, Cowen will prepare and furnish to the Company's Board of
Directors, and the Board will review, at least quarterly, written reports,
complying with the requirements of the Rule, that set out the amounts expended
under this Agreement and the purposes for which those expenditures were made.
Section 7. Meaning of Certain Terms.
As used in this Agreement, the terms "interested person" and
"majority of the outstanding voting securities" will be deemed to have the same
meaning that those terms have under the 1940 Act and the rules and regulations
under the 1940 Act, subject to any exemption that may be granted to the Company
under the 1940 Act by the Securities and Exchange Commission.
Section 8. Dates.
This Agreement has been executed by the Company with respect
to the Fund as of November __, 1997 and will become effective, as to Class B
shares, as of the date on which interests in that Class are first offered to or
held by the public.
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If the terms and conditions described above are in accordance
with your understanding, kindly indicate your acceptance of this Agreement by
signing and returning to us the enclosed copy of this Agreement.
Very truly yours,
COWEN SERIES FUNDS, INC.
By:_________________________
President
Accepted:
XXXXX & COMPANY
By:_______________________
Name:
Title:
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