EXHIBIT 13C
CLASS D DISTRIBUTION PLAN
OF
XXXXXXX XXXXX LARGE CAP GROWTH FUND
OF
XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ____ day of ___________, ____, by and
between Xxxxxxx Xxxxx Large Cap Series Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of its series, Xxxxxxx Xxxxx Large Cap Growth Fund
(the "Fund"), and Princeton Funds Distributor, Inc., a Delaware corporation
("PFD").
W I T N E S S E T H :
--------------------
WHEREAS, the Corporation 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, the Directors of the Corporation (the "Directors") are authorized
to establish separate series relating to separate portfolios of securities, each
of which may offer separate classes of shares; and
WHEREAS, the Directors have established the Fund as a series of the
Corporation; and
WHEREAS, PFD 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 Corporation on behalf of the Fund proposes to enter into a
Class D Shares Distribution Agreement with PFD, pursuant to which PFD will act
as the exclusive distributor and representative of the Fund in the offer and
sale of Class D shares of common stock, par value $0.10 per share (the "Class D
shares"), of the Fund to the public; and
WHEREAS, the Corporation on behalf of the Fund desires to adopt this Class
D Shares 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 to PFD with respect to the Fund's Class D shares; and
WHEREAS, the Directors of the Corporation have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
shareholders.
NOW, THEREFORE, the Corporation on behalf of the Fund hereby adopts, and
PFD 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 Corporation shall pay PFD 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 D shares to compensate PFD and securities firms
with which PFD enters into related agreements pursuant to Paragraph 2 hereof
("Sub-Agreements") for providing account maintenance activities with respect to
Class D shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial consultants for maintaining accounts in connection with
Class D shares of the Fund and payment of expenses incurred in connection with
such account maintenance activities including the costs of making services
available to shareholders including assistance in connection with inquiries
related to shareholder accounts.
2. The Corporation hereby authorizes PFD 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 of the type referred to in Paragraph 1 hereof. PFD may
reallocate all or a portion of its account maintenance fee to such Securities
Firms as compensation for the above-mentioned activities. Such Sub-Agreement
shall provide that the Securities Firms shall provide PFD with such information
as is reasonably necessary to permit PFD to comply with the reporting
requirements set forth in Paragraph 3 hereof.
3. PFD shall provide the Corporation 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 during such period.
4. This Plan shall not take effect until it has been approved by a vote of
at least a majority, as defined in the Investment Company Act, of the
outstanding Class D voting securities of the Fund.
5. This 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 Corporation and (b) those Directors of the Corporation who are not
"interested persons" of the Corporation, as defined in the Investment Company
Act, and have no direct or indirect financial interest in the operation of this
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 D voting
securities of the Fund.
8. The Plan may not be amended to increase materially the rate of payments
provided for in Paragraph 1 hereof unless such amendment is approved by at least
a majority, as defined in the Investment Company Act, of the outstanding Class D
voting securities of the Fund, and by the Directors of the Corporation 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.
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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
Corporation shall be committed to the discretion of the Directors who are not
interested persons.
10. The Corporation shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 3 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Distribution Plan
as of the date first above written.
XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC. on
behalf of its series, XXXXXXX XXXXX LARGE CAP
GROWTH FUND
By:
------------------------------------
Name:
Title:
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
------------------------------------
Name:
Title:
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CLASS D SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the ____ day of _________, ____, by and between
Princeton Funds Distributor, Inc., a Delaware corporation ("PFD"), and Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, a Delaware corporation ("Securities
Firm").
W I T N E S S E T H :
--------------------
WHEREAS, PFD has entered into an agreement with Xxxxxxx Xxxxx Large Cap
Series Funds, Inc., a Maryland corporation (the "Corporation"), on behalf of its
series, Xxxxxxx Xxxxx Large Cap Growth Fund (the "Fund"), pursuant to which it
acts as the exclusive distributor for the sale of Class D shares of common
stock, par value $0.10 per share (the "Class D shares"), of the Fund; and
WHEREAS, PFD and the Corporation have entered into a Class D Shares
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act"), pursuant to which PFD receives an
account maintenance fee from the Corporation at the annual rate of 0.25% of
average daily net assets of the Fund relating to Class D shares for providing
account maintenance activities and services with respect to Class D shares; and
WHEREAS, PFD desires the Securities Firm to perform certain account
maintenance activities and services, including assistance in connection with
inquiries related to shareholder accounts, for the Fund's Class D 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 and
services with respect to the Class D shares of the Fund and incur expenditures
in connection with such activities and services of the types referred to in
Paragraph 1 of the Plan.
2. As compensation for its services performed under this Agreement, PFD
shall pay the Securities Firm a fee at the end of each calendar month in an
amount agreed upon by the parties hereto.
3. The Securities Firm shall provide PFD, at least quarterly, such
information as reasonably requested by PFD to enable PFD to comply with the
reporting requirements of Rule 12b-1 regarding the disbursement of the fee
during such period referred to in Paragraph 3 of the Plan.
4. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Directors of the Corporation and (b) those
Directors of the Corporation who are not "interested persons" of the
Corporation, 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.
5. 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 5.
6. This 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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
------------------------------------
Name:
Title:
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By:
------------------------------------
Name:
Title:
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