Exhibit 6
CLASS A DISTRIBUTION PLAN AND AGREEMENT PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
PLAN AND AGREEMENT made as of the 1st day of June, 1997, and amended on
January 21, 1998, by and between Orbitex Group of Funds (the "Trust") and Funds
Distributor, Inc. ("FDI").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company which
offers for public sale separate series of shares of beneficial interest, each
corresponding to a distinct portfolio which may be further divided into separate
classes of shares (the "Shares"); and
WHEREAS, the Trust has entered into a Distribution Agreement (the
"Distribution Agreement") with FDI pursuant to which FDI has agreed to serve as
the Distributor of the Shares; and
WHEREAS, the Trust desires to adopt this Distribution Plan and Agreement
pursuant to Rule 12b-1 under the 1940 Act (the "Plan") on behalf of its series
with respect to the Class A Shares of the Orbitex Strategic Natural Resources
Fund, Orbitex Info-Tech & Communications Fund, Orbitex Growth Fund and Orbitex
Asian High Yield Fund and of such other series as may hereafter be designated
(the "Funds") by the Trust's Board of Trustees (the "Board"); and
WHEREAS, FDI desires to serve as Distributor of the Shares and to provide,
or arrange for the provision of distribution services pursuant to the Plan;
NOW THEREFORE, the parties agree as follows:
1. A. Each Fund is authorized to pay to FDI, as compensation for FDI's
services under this Plan and Agreement, a fee at the rate of 0.30% on an
annualized basis (in the case of the Asian High Yield Fund) and 0.40% on an
annualized basis (in the case of the other Funds) of the average net assets
attributable to Class A Shares of the Fund. Such fees are to be paid by the
Funds monthly, or at such other intervals as the Board shall determine. Such
fees shall be based upon the applicable Fund's average daily net assets during
the preceding month, and shall be calculated and accrued daily.
B. Any Fund may pay fees to FDI at a lesser rate than the fees
specified in Section I.A. of this Plan and Agreement as agreed upon by the Board
and FDI and as approved in the manner specified in subsections (a) and (b) of
paragraph 3 of this Plan and Agreement.
2. FDI shall provide, or arrange for securities dealers or brokers,
administrators and others ("Recipients") with which FDI has entered Distribution
Sub-Agreements in the form attached hereto to provide, distribution services,
and to the extent that those services are provided by a Recipient, FDI shall pay
the Recipient a fee based on the net asset value of shares of the Fund held by
clients or customers of that Recipient. The distribution services shall include
assistance in the offering and sale of shares of the Funds and in other aspects
of the marketing of the shares to clients or prospective clients of the
respective Recipients; answering routine
inquiries concerning a Fund; assisting in the maintenance of accounts or
sub-accounts in a Fund and in processing purchase or redemption transactions;
making a Fund's investment plans and shareholder services available; and
providing such other information and services to investors in shares of the Fund
as FDI or the Trust, on behalf of a Fund, may reasonably request. The
distribution services shall also include any advertising or marketing services
provided by or arranged by FDI with respect to the Funds.
3. This Plan and Agreement shall not take effect with respect to any Fund
unless it has been approved, together with any related agreements, by a majority
vote, cast in person at a meeting (or meetings) called for the purpose of voting
on such approval, of : (a) the Board; and (b) 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 and Agreement or any agreements
related thereto (the "Independent Trustees").
4. This Plan and Agreement may continue in full force and effect with
respect to each Fund for so long as such continuance is specifically approved at
least annually in the manner provided for approval of this Plan and Agreement in
subsections (a) and (b) of paragraph 3.
5. FDI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended with respect to each Fund by
FDI under this Plan and Agreement and the purposes for which such expenditures
were made.
6. The Trust or any Fund may terminate this Plan and Agreement at any
time, without the payment of any penalty, by vote of the Board, by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the affected Fund. FDI may terminate this Plan
and Agreement with respect to the Trust or any Fund, without payment of penalty,
upon sixty (60) days written notice to the Trust or the affected Fund.
Notwithstanding the foregoing, this Plan and Agreement shall terminate
automatically in the event of its assignment.
7. This Plan and Agreement may not be amended to increase materially the
amount of distribution fees to be paid by a Fund unless such amendment is
approved by a vote of a majority of the outstanding voting securities of the
Class A of the affected Fund, and no material amendment to the other provisions
of the Plan and Agreement shall be made unless approved in the manner provided
for approval and annual renewal in subsections (a) and (b) of paragraph 3
hereof.
8. The amount of distribution fees payable by any Fund to FDI under this
Plan and Agreement and the amounts received by FDI under the Distribution
Agreement may be greater or lesser than the expenses actually incurred by FDI on
behalf of such Fund in serving as Distributor of the Shares. The distribution
fees with respect to a Fund will be payable by such Fund to FDI until either the
Plan and Agreement or the Distribution Agreement is terminated or not renewed
with respect to the Shares of that Fund. If either the Plan and Agreement or
the Distribution Agreement is terminated or not renewed with respect to the
Shares of any Fund, any distribution expenses incurred by FDI on behalf of the
Fund which are in excess of payments which FDI has received or accrued through
the termination date shall be the sole responsibility and liability of FDI, and
are not obligations of the Fund.
2
9. While this Plan and Agreement is in effect, the selection and
nomination of the Trustees who are not interested persons of the Trust shall be
made solely at the discretion of the Trustees who are not interested persons of
the Trust.
10. As used in this Plan and Agreement, the terms "majority of the
outstanding voting securities," "assignment" and "interested person" shall have
the same meanings as those terms have in the 1940 Act.
11. The Trust shall preserve copies of this Plan and Agreement (including
any amendments thereto) and any related agreements and all reports made pursuant
to paragraph 5 hereof for a period of not less than six years from the date
thereof, the first two years in an easily accessible place.
12. The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or any Fund under this Plan and
Agreement, and FDI or any other person, in asserting any rights or claims under
this Plan, shall look only to the assets and property of the Trust or such Fund
in settlement of any such right or claim, and not to such Trustees or
shareholders.
IN WITNESS WHEREOF, the Trust and FDI have executed this Distribution Plan
and Agreement on the day and year set forth above.
ORBITEX GROUP OF FUNDS
Attest: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------- ------------------------------------
Xxxx Xxxxxxx Xxxxx X. Xxxxxx
Secretary President
FUNDS DISTRIBUTOR, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Rio
--------------------------- ------------------------------------
Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Rio
Secretary Executive Vice President
3
