XXXXXX INVESTORS FUND
CLASS A DISTRIBUTION PLAN AND AGREEMENT
(As adopted January 1, 1990, and as amended on February 28, 1993)
This Plan and Agreement (the "Plan") constitutes the Distribution Plan for
the Class A shares of Xxxxxx Investors Fund, a Massachusetts business trust
(the "Trust"), adopted pursuant to the provisions of Rule 12b-1 under the
Investment Company Act of 1940 (the "Act") and the related agreement between
the Trust and Xxxxxx Mutual Funds Corp. ("PMF"), the principal underwriter
of the Trust's shares. During the effective term of this Plan, the Trust
may make payments to PMF upon the terms and conditions hereinafter set
forth:
Section 1. The Trust may make payments to PMF, in the form of fees or
reimbursements, to compensate PMF for services provided and expenses
incurred by it for purposes of promoting the sale of Class A shares of the
Fund, reducing redemptions of Class A shares, or maintaining or improving
services provided to Class A shareholders by PMF and investment dealers.
The amount of such payments and the purposes for which they are made shall
be determined by the Qualified Trustees (as defined below). Payments under
this Plan shall not exceed in any fiscal year the annual rate of 0.35% of
the average net asset value of the Class A shares of the Trust, as
determined at the close of each business day during the year. A majority of
the Qualified Trustees may, at any time and from time to time, reduce the
amount of such payments, or may suspend the operation of the Plan for such
period or periods of time as they may determine.
Section 2. This Plan shall not take effect until:
(a) it has been approved by a vote of a majority of the outstanding Class A
shares of the Trust; and
(b) it has been approved, together with any related agreements, by votes of
the majority (or whatever greater percentage may, from time to time, be
required by Section 12(b) of the Act or the rules and regulations
thereunder) of both (i) the Trustees of the Trust, and (ii) the Qualified
Trustees of the Trust, cast in person at a meeting called for the purpose of
voting on this Plan or such agreement.
Section 3. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan
in Section 2(b).
Section 4. PMF shall provide to the Trustees of the Trust, and the Trustees
shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a majority of
the Qualified Trustees, or by vote of a majority of the outstanding Class A
shares of the Trust.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
(a) that such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Qualified Trustees or by vote of a
majority of the outstanding Class A shares of the Trust, on not more than 60
days' written notice to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event of its
assignment.
Section 7. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 1 hereof without the
approval of a majority of the outstanding Class A shares of the Trust, and
all material amendments to this Plan shall be approved in the manner
provided for approval of this Plan in Section 2(b).
Section 8. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, (b) the term "majority of the
outstanding Class A shares of the Trust" means the affirmative vote, at a
duly called and held meeting of Class A shareholders of the Trust, (i) of
the holders of 67% or more of the Class A shares of the Trust present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding Class A shares of the Trust entitled to
vote at such meeting are present in person or by proxy, or (ii) of the
holders of more than 50% of the outstanding Class A shares of the Trust
entitled to vote at such meeting, whichever is less, and (c) the terms
"assignment" and "interested person" shall have the respective meanings
specified in the Act and the rules and regulations thereunder, subject to
such exemptions as may be granted by the Securities and Exchange Commission.
Section 9. A copy of the Agreement and Declaration of Trust of the Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the
obligations of or arising out of this instrument are not binding upon any of
the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Trust.
Executed as of February 28, 1993
XXXXXX MUTUAL FUNDS CORP. XXXXXX INVESTORS FUND
By: ---------------------- By: ------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Presdient Executive Vice President
