______________, 1998
Page 1
Rule 12b-1 Related Agreement - Class C
Centennial Lakes Capital, Inc.
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxxx 00000
_____________, 1998
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and
agreement with respect to payments to be made to you
pursuant to a Distribution and Shareholder Servicing
Plan (the "Plan") adopted by Xxxx Funds, Inc. (the
"Corporation"), on behalf of the Xxxx Emerging Growth
Fund (the "Fund"), pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act").
The Plan and this related agreement (the "Rule 12b-1
Related Agreement") have been approved by a majority of
the Board of Directors of the Corporation, including a
majority of the Board of Directors who are not
"interested persons" of the Corporation, as defined in
the Act, and who have no direct or indirect financial
interest in the operation of the Plan or in this or any
other Rule 12b-1 Related Agreement (the "Disinterested
Directors"), cast in person at a meeting called for the
purpose of voting thereon. Such approval included a
determination by the Board of Directors that, in the
exercise of its reasonable business judgment and in
light of its fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Fund's Class
C shareholders.
1. To the extent you provide distribution and
marketing services in the promotion of the Fund's Class
C shares, including furnishing services and assistance
to your customers who invest in and own Class C shares,
including, but not limited to, answering routine
inquiries regarding the Fund and assisting in changing
account designations and addresses, we shall pay you a
fee of up to 1.00% of the average daily net assets of
the Fund attributable to the Fund's Class C shares
(computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are
owned by those customers of your firm whose records, as
maintained by the Corporation or its agent, designate
your firm as the customer's dealer or service provider
of record. We reserve the right to increase, decrease
or discontinue the fee at any time in our sole
discretion upon written notice to you.
We shall make the determination of the net asset
value, which determination shall be made in the manner
specified in the Fund's current Prospectus, and pay to
you quarterly, on the basis of such determination, the
fee specified above, to the extent permitted under the
Plan. No such quarterly fee will be paid to you with
respect to shares purchased by you and redeemed or
repurchased by the Corporation, its agent or us within
seven (7) business days after the date of our
confirmation of such purchase. In addition, no such
quarterly fee will be paid to you with respect to any
of your customers if the amount of such fee based upon
the value of such customer's Class C shares will be
less than $1.00. Payment of such quarterly fee shall
be made within 45 days after the close of each quarter
for which such fee is payable.
2. You shall furnish us with such information as
shall reasonably be requested by the Board of
Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related
Agreement.
3. We shall furnish to the Board of Directors,
for its review, on a quarterly basis, a written report
of the amounts expended under the Plan by us and the
purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be
terminated by the vote of (a) a majority vote of Class
C shareholders, or (b) a majority of the Disinterested
Directors, on sixty (60) days' written notice, without
payment of any penalty. In addition, this Rule 12b-1
Related Agreement will be terminated by any act which
terminates the Distribution Agreement between the
Corporation and us and shall terminate immediately in
the event of its assignment. This Rule 12b-1 Related
Agreement may be amended by us upon written notice to
you, and you shall be deemed to have consented to such
amendment upon effecting any purchases of shares for
your own account or on behalf of any of your customer's
accounts following your receipt of such notice.
5. The provisions of the Distribution Agreement
between the Corporation and us are incorporated herein
by reference. This Rule 12b-1 Related Agreement shall
become effective on the date accepted by you and shall
continue in full force and effect so long as the
continuance of the Distribution Agreement, the Plan and
this Rule 12b-1 Related Agreement are approved at least
annually by a vote of the Board of Directors of the
Corporation and of the Disinterested Directors, cast in
person at a meeting called for the purpose of voting
thereon. All communications to us should be sent to
the above address. Any notice to you shall be duly
given if mailed or telegraphed to you at the address
specified by you below. This Rule 12b-1 Related
Agreement shall be construed under the laws of the
State of Minnesota.
CENTENNIAL LAKES CAPITAL, INC.
By: _____________________________
Xxxxxx X. Xxxxxxxxx
Accepted:
____________________________
(Dealer or Service Provider Name)
____________________________
(Street Address)
____________________________
(City) (State) (ZIP)
____________________________
(Telephone No.)
____________________________
(Facsimile No.)
By: _____________________________
(Name and Title)
