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EXHIBIT 99.(M)(1)
CLASS B DISTRIBUTION PLAN
OF
XXXXXXX XXXXX ________________ FUND
OF
XXXXXXX XXXXX INVESTMENT MANAGERS FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ___ day of ___________, 2000, by and
between Xxxxxxx Xxxxx Investment Managers Funds, Inc., a Maryland corporation
(the "Corporation"), on behalf of its series, Xxxxxxx Xxxxx ___________ Fund
(the "Fund"), and FAM Distributors, Inc., a Delaware corporation ("FDI").
W I T N E S S E T H :
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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 Fund has been established as a series of the Corporation;
and
WHEREAS, FDI 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 proposes to enter into a Distribution Agreement
with FDI, pursuant to which FDI will act as the exclusive distributor and
representative of the Corporation in the offer and sale of Class B shares of
common stock, par value $0.01 per share (the "Class B shares"), of the Fund to
the public; and
WHEREAS, the Corporation desires to adopt this Class B Shares
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act, pursuant to which the Corporation will pay an account maintenance
fee and a distribution fee to FDI with respect to the Fund's Class B shares; and
WHEREAS, the Board of Directors of the Corporation has 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
FDI 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:
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1. The Corporation shall pay FDI 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 B shares to compensate FDI and securities
firms with which FDI enters into related agreements pursuant to Paragraph 3
hereof ("Sub-Agreements") for providing account maintenance activities with
respect to Class B shareholders of the Fund. Expenditures under the Plan may
consist of payments to financial consultants for maintaining accounts in
connection with Class B 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 shall pay FDI a distribution fee under the Plan at
the end of each month at the annual rate of _____% of average daily net assets
of the Fund relating to Class B shares to compensate FDI and securities firms
with which FDI enters into related Sub-Agreements for providing sales and
promotional activities and services. Such activities and services will relate to
the sale, promotion and marketing of the Class B shares of the Fund. Such
expenditures may consist of sales commissions to financial consultants for
selling Class B shares of the Fund, compensation, sales incentives and payments
to sales and marketing personnel, and the payment of expenses incurred in its
sales and promotional activities, including advertising expenditures related to
the Fund and the costs of preparing and distributing promotional materials. The
distribution fee may also be used to pay the financing costs of carrying the
unreimbursed expenditures described in this Paragraph 2. Payment of the
distribution fee described in this Paragraph 2 shall be subject to any
limitations set forth in any applicable regulation of the National Association
of Securities Dealers, Inc.
3. The Corporation hereby authorizes FDI 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 and services of the type referred to in Paragraphs 1 and 2
hereof. FDI may reallocate all or a portion of its account maintenance fee or
distribution fee to such Securities Firms as compensation for the
above-mentioned activities and services. Such Sub-Agreement shall provide that
the Securities Firms shall provide FDI with such information as is reasonably
necessary to permit FDI to comply with the reporting requirements set forth in
Paragraph 4 hereof.
4. FDI 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 and the distribution fee during such period.
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 Board of
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 this Plan
and such related agreements.
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6. This 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. This 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 B voting
securities of the Fund.
8. This Plan may not be amended to increase materially the rate of
payments provided for herein unless such amendment is approved by at least a
majority, as defined in the Investment Company Act, of the outstanding Class B
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.
9. While this 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 this Plan and any related
agreements and all reports made pursuant to Paragraph 4 hereof, for a period of
not less than six years from the date of this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the parties hereto have executed this Distribution
Plan as of the date first above written.
XXXXXXX XXXXX INVESTMENT MANAGERS FUNDS, INC.,
on behalf of its series, XXXXXXX
XXXXX __________________ FUND
By:
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Name:
Title:
FAM DISTRIBUTORS, INC.
By:
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Name:
Title:
