AmeriPrime Financial Securities, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
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, as amended, (the "Plan") adopted by XXXXXX Funds, Inc. (the
"Corporation"), on behalf of the TANAKA 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 there was a reasonable likelihood that the Plan would
benefit the Fund's shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own 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 __% of the average
daily net assets of the Fund's 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 Fund's net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. Payment of such fee
shall be made promptly after the close of each quarter for which such fees are
payable. No such fee will be paid to you with respect to shares purchased by you
and redeemed or repurchased by the Fund, its agent or us within seven (7)
business days after the date of our confirmation of such purchase. In addition,
no such 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 shares will be less
than $25.00.
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 the Fund's shareholders, (b) a majority of the
Disinterested Directors, on sixty (60) days' written notice, without payment of
any penalty or (c) by any act which terminates the Plan. In addition, this Rule
12b-1 Related Agreement 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. 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 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 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 Maryland.
AMERIPRIME FINANCIAL SECURITIES, INC.
On behalf of TANAKA Growth Fund
By:
Xxxxxxx X. Xxxxxxxxxxxx, President
Accepted:
(Dealer or Service Provider Name)
(Street Address)
(City) (State) (ZIP)
(Telephone No.)
(Facsimile No.)
By:
(Name and Title)
