AGREEMENT Exhibit (15)(b)
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RELATING TO IMPLEMENTATION OF THE
AMENDED DISTRIBUTION PLAN
OF
EQUIFUND-XXXXXX NATIONAL FIDUCIARY EQUITY FUNDS
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WHEREAS, EquiFund-Xxxxxx National Fiduciary Equity Funds
(the "Trust') is engaged in business as an open-end management investment
company with multiple series and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust has adopted an Amended Distribution Plan as
defined in Rule 12b-1 (the "Amended Distribution Plan") under the Act,
and is currently acting and will continue to act as a
distributor of the shares of each of its series (the "Funds") pursuant to said
Rule 12b-1; and
WHEREAS, the Trust has entered into a Distribution Contract (the
"Distribution Contract") with Xxxxxx Investors Service Distributors, Inc.
("WISDI") providing for such corporation to act as a separate Distributor of its
shares; and
WHEREAS, the Trust desires to implement the Trusts' Amended
Distribution Plan in the manner set forth herein and the Trust and WISDI have
entered into an agreement whereunder WISDI will undertake and be paid or
reimbursed for distribution services and personal and account maintenance
services in connection with the Fund's shares:
NOW, THEREFORE, the Trust and WISDI do hereby agree as follows:
1. WISDI shall provide on behalf of the Trust, distribution
services and personal and account maintenance services in connection with
the Funds' shares.
2. Each Fund shall, subject to the limitations provided in the Amended
Distribution Plan, pay to WISDI for the activities referred to in paragraph 1
an annual fee equal to .25% of such Fund's average daily net assets payable
quarterly. Appropriate adjustments to payments made pursuant to this paragraph
shall be made whenever necessary to assure that no payment is made by a Fund
which exceeds the applicable maximum cap imposed on asset-based, front-end
and deferred sales charges by Section 26(d) of Article III of the Rules of Fair
Practice of the National Association of Securitites Dealers, Inc. (the "NASD").
3. WISDI shall provide on a quarterly basis, documentation
concerning the amounts expended and the purposes for which such expenditures
were made.
4. This Agreement shall not take effect until it has been approved by
(i) a majority of those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and have no direct or indirect financial
interest in the operation of the Amended Distribution Plan or this Agreement
or any other agreement related to the Plan (the "Rule 12b-1 Trustees"), and (ii)
a majority of the Trustees then in office, 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 so long as such
continuance is specifically approved at least annually in the manner provided
for approval thereof in paragraph 4 of this Agreement.
6. The President or any Vice President of the Trust shall provide to the
Trusts' Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts expended by WISDI in connection with the activities
referred to in paragraph 1 of this Agreement and the purposes for which such
expenditure were made.
7. This Agreement may be terminated as to any Fund at any time, without
the payment of any penalty, by vote of a majority of the Rule 12b-1 Trustees or
by vote of a majority of the outstanding voting securities of such Fund on not
more than sixty days' written notice to any other party to the Agreement.
8. The terms and conditions of the Distribution Contract (including, with
out limitation, the indemnification provisions) shall govern the relationship
between the parties as contemplated by this Agreement, unless inconsistent
herewith.
9. This Agreement shall terminate automatically in the event of its
assignment.
10. The Trust shall preserve copies of this Agreement and all reports
made pursuant to paragraph 5 hereof for a period of not less than six years
from the date of this Agreement, the first two years in an easily accessible
place.
11. WISDI agrees to take such action as may be required to become and
remain a member in good standing of the NASD as long as this Agreement continues
in effect.
12. WISDI expressly acknowledges the provision in the Declaration of Trust
of the Trust Article XIV, Section 2) limiting the personal liability of
shareholders of the assets of the Funds, and WISDI hereby agrees that it shall
have recourse to the Funds for payment of claims or obligations as between the
Funds and WISDI arising out of this Agreement and shall not seek satisfaction
from the shareholders or any shareholder of the Funds.
13. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts applicable to such agreements.
IN WITNESS WHEREOF, the Trust and WISDI have each caused this Agreement
to be signed in duplicate on its behalf by an officer thereunto duly authorized
on July 7, 1993.
EQUIFUND-XXXXXX NATIONAL FIDUCIARY EQUITY FUNDS
By /s/ Xxxxx X. Xxxxxxx
President
XXXXXX INVESTORS SERVICE DISTRIBUTORS, INC.
By /s/ A.M. Xxxxx, III
President
Attest:
/s/ Xxxxx X. Xxxxxxx
Assistant Secretary
