Exhibit (m)(2)
ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT, dated as of
_________________________________ between Xxxxxxxx Advisors, Inc. ("Xxxxxxxx
Advisors") and __________________________ (the "Service Organization").
The Parties hereto enter into a Administration, Shareholder Services and
Distribution Agreement ("Service Agreement") with respect to the shares of
Xxxxxxxx Capital Fund, Inc., Xxxxxxxx Cash Management Fund, Inc., Xxxxxxxx
Common Stock Fund, Inc., Xxxxxxxx Communications and Information Fund, Inc.,
Xxxxxxxx Frontier Fund, Inc., Xxxxxxxx Growth Fund, Inc., Xxxxxxxx Global Fund
Series, Inc., Xxxxxxxx High Income Fund Series, Inc., Xxxxxxxx Income and Growth
Fund, Inc., Xxxxxxxx Investment Grade Fixed Income Fund, Inc., Xxxxxxxx LaSalle
Real Estate Fund Series, Inc., Xxxxxxxx Municipal Fund Series, Inc., Xxxxxxxx
Municipal Series Trust, Xxxxxxxx New Jersey Municipal Fund, Inc., Xxxxxxxx
Pennsylvania Municipal Fund Series, Xxxxxxxx Time Horizon/Harvester Series,
Xxxxxxxx Value Fund Series, Inc., and any other future mutual funds that may
become members of the Xxxxxxxx Group of Funds which adopt an Administration,
Shareholder Services and Distribution Plan, pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act") (collectively, such
current and future funds referred to herein as the "Funds") and in consideration
of the mutual agreements herein made, agree as follows:
The Service Organization shall make such use of or provide such information
and services as may be necessary or appropriate (i) to provide shareholder
services to shareholders of the Funds and (ii) to assist Xxxxxxxx Advisors in
any distribution of shares of the Funds, including, without limitation, making
use of the Service Organization's name, client lists, and publications, for the
solicitation of sales of shares of the Funds to Service Organization clients,
and such other assistance as Xxxxxxxx Advisors reasonably requests, to the
extent permitted by applicable statute, rule, or regulation.
1. Except with respect to the Class C and Class D shares of a Fund for the
first year following the sale thereof, Xxxxxxxx Advisors shall pay to the
Service Organization a service fee (as defined in the National Association
of Securities Dealers, Inc. Rules of Fair Practice) not to exceed 0.25 of
1% per annum of the average daily net assets of each class of shares of
each Fund attributable to the clients of the Service Organization.
2. With respect to the first year following the sale of Class C, Class D and
Class R shares of a Fund, Xxxxxxxx Advisors shall pay to the Service
Organization at or promptly after the time of sale a service fee (as
defined in the National Association of Securities Dealers, Inc. Rules of
Fair Practice) not to exceed 0.25 of 1% of the net asset value of the Class
C, Class D or Class R shares sold by the Service Organization. Such service
fee shall be paid to the Service Organization solely for personal services
and/or the maintenance of shareholder accounts to be provided by the
Service Organization to the purchaser of such Class C, Class D or Class R
shares over the course of the first year following the sale. Payments made
for sales of Class R shares pursuant to this paragraph shall preclude any
payments from being made under paragraph 1 above during the first year
following the sale of such shares.
3. Any service fee paid hereunder shall be paid solely for personal services
and/or the maintenance of shareholder accounts. For greater certainty, no
part of a service fee shall be paid for subtransfer agency services,
subaccounting services, or administrative services.
4. In addition to payment of the service fee, from time to time Xxxxxxxx
Advisors may make payments to the Service Organization in addition to those
contemplated above for providing distribution assistance with respect to
assets invested in each Fund by its clients.
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5. Neither the Service Organization nor any of its employees or agents are
authorized to make any representation concerning the Funds or the Funds'
shares except those contained in the then current Prospectus, copies of
which will be supplied by Xxxxxxxx Advisors. The Service Organization shall
have no authority to act as agent for Xxxxxxxx Advisors or the Funds.
6. In consideration of the services provided pursuant to paragraphs 1, 2,
and/or 4 above, the Service Organization shall be entitled to receive fees
as are set forth in Exhibit A hereto as may be amended from time to time by
Xxxxxxxx Advisors. Xxxxxxxx Advisors has no obligation to make any such
payments and the Service Organization agrees to waive payment of its fee
until Xxxxxxxx Advisors is in receipt of the fee from the Fund(s). The
payment of fees has been authorized pursuant to Administration, Shareholder
Services and Distribution Plans (the "Plans") approved by the
Directors/Trustees and the shareholders of the Funds pursuant to the
requirements of the Act and such authorizations may be withdrawn at any
time.
7. It is understood that the Funds reserve the right, at their discretion and
without notice, to suspend or withdraw the sale of shares of the Funds.
This Agreement shall not be construed to authorize the Service Organization
to perform any act that Xxxxxxxx Advisors would not be permitted to perform
under the respective Distributing Agreements between each of the Funds and
Xxxxxxxx Advisors.
8. Subject to the proviso in Section 6 of the Plans, this Agreement shall
continue until December 31 of the year in which any Plan has first been
approved by shareholders and through December 31 of each year thereafter
provided such continuance is specifically approved at least annually by a
vote of a majority of (i) the Fund's Directors/Trustees and (ii) the
Qualified Directors/Trustees cast in person at a meeting called for the
purpose of voting on such approval and provided further that the Service
Organization shall not have notified Xxxxxxxx Advisors in writing at least
60 days prior to the anniversary date of the previous continuance that it
does not desire such continuance. This Agreement may be terminated at any
time without payment of any penalty with respect to any of the Funds by
vote of a majority of the Qualified Directors/Trustees, or by vote of a
majority of the outstanding voting securities of the particular Fund or
class or series of a Fund, on 60 days' written notice to the Service
Organization and Xxxxxxxx Advisors. Notwithstanding anything contained
herein, in the event that any of the Plans shall be terminated or any of
the Plans or any part thereof shall be found invalid or ordered terminated
by any regulatory or judicial authority, or the Service Organization shall
fail to perform the services contemplated by this Agreement, such
determination to be made in good faith by Xxxxxxxx Advisors, this Agreement
may be terminated with respect to such Plan effective upon receipt of
written notice thereof by the Service Organization. This Agreement will
also terminate automatically in the event of its assignment.
9. All communications to Xxxxxxxx Advisors shall be sent to it at its offices,
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Any notice to the Service Organization shall be duly given if mailed or
telegraphed to it at the address shown below.
10. As used in this Agreement, the terms "assignment", "interested person", and
"vote of a majority of the outstanding voting securities" shall have the
respective meanings specified in the Act and in the rules and regulations
thereunder, and the term "Qualified Directors/Trustees" shall mean the
Directors/Trustees of a Fund who are not interested persons of the Fund and
have no direct or indirect financial interest in its Plan or in any
agreements related to the Plan.
11. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to
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require, or to impose any duty upon, any of the parties to do anything in
violation of any applicable laws or regulations.
IN WITNESS WHEREOF, Xxxxxxxx Advisors and the Service Organization have caused
this Agreement to be executed by their duly authorized officers as of the date
first above written.
XXXXXXXX ADVISORS, INC.
By:
-----------------------------------
Xxxxxxx X. Xxxxxxx, President
SERVICE ORGANIZATION
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By:
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Address
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3/03
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ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT
EXHIBIT A
The payment schedule for Service Organizations is set forth
immediately below:
Fees as a Percentage of Each Fund's/Series'
Net Assets Attributable to Service Organizations*
-----------------------------------------------------------
Class A Class B Class C Class D Class R
Fund Name Shares Shares/1/ Shares/2/ Shares/2/ Shares/1,3/
--------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Capital Fund, Inc. .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Cash Management Fund, Inc. 0% .25% 1.00%+ 1.00% 0%++
Xxxxxxxx Common Stock Fund, Inc. .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Communications and Information Fund, Inc. .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Frontier Fund, Inc. .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Global Fund Series, Inc:
- Xxxxxxxx Emerging Markets Growth Fund .25% .25% 1.00% 1.00% .50%
- Xxxxxxxx Global Smaller Companies Fund .25% .25% 1.00% 1.00% .50%
- Xxxxxxxx Global Growth Fund .25% .25% 1.00% 1.00% .50%
- Xxxxxxxx Global Technology Fund .25% .25% 1.00% 1.00% .50%
- Xxxxxxxx International Growth Fund .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Growth Fund, Inc. .25% .25% 1.00% 1.00% .50%
Xxxxxxxx High Income Fund Series:
- U.S. Government Securities Series .25% .25% 1.00% 1.00% .50%
- High-Yield Bond Series .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Income and Growth Fund, Inc. .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Investment Grade Fixed Income Fund, Inc. .25% .25% 1.00% 1.00% .50%
Xxxxxxxx LaSalle Real Estate Fund Series, Inc.
- Xxxxxxxx LaSalle Monthly Dividend Real Estate Fund .25% .25% 1.00% 1.00% .50%
Xxxxxxxx Municipal Fund Series, Inc:
- National Series .10% -- 1.00% 1.00% --
- Colorado Series .10% -- 1.00% 1.00% --
- Georgia Series .10% -- 1.00% 1.00% --
- Louisiana Series .10% -- 1.00% 1.00% --
- Maryland Series .10% -- 1.00% 1.00% --
- Massachusetts Series .10% -- 1.00% 1.00% --
- Michigan Series .10% -- 1.00% 1.00% --
- Minnesota Series .10% -- 1.00% 1.00% --
- Missouri Series .10% -- 1.00% 1.00% --
- New York Series .10% -- 1.00% 1.00% --
- Ohio Series .10% -- 1.00% 1.00% --
- Oregon Series .10% -- 1.00% 1.00% --
- South Carolina Series .10% -- 1.00% 1.00% --
Xxxxxxxx Municipal Series Trust:
- California Municipal Quality Series .10% -- 1.00% 1.00% --
- California Municipal High-Yield Series .10% -- 1.00% 1.00% --
- Florida Municipal Series .25% -- 1.00% 1.00% --
- North Carolina Municipal Series .25% -- 1.00% 1.00% --
Xxxxxxxx New Jersey Municipal Fund, Inc. .25% -- 1.00% 1.00% --
Xxxxxxxx Pennsylvania Municipal Fund Series .25% -- 1.00% 1.00% --
Xxxxxxxx Time Horizon/Harvester Series, Inc.:
- Xxxxxxxx Time Horizon 30 Fund .25% .25% 1.00% 1.00% --
- Xxxxxxxx Time Horizon 20 Fund .25% .25% 1.00% 1.00% --
- Xxxxxxxx Time Horizon 10 Fund .25% .25% 1.00% 1.00% --
- Xxxxxxxx Harvester Fund .25% .25% 1.00% 1.00% --
Xxxxxxxx Value Fund Series, Inc.:
- Xxxxxxxx Large-Cap Value Fund .25% .25% 1.00% 1.00% .50%
- Xxxxxxxx Small-Cap Value Fund .25% .25% 1.00% 1.00% .50%
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See accompanying notes on next page.
March 20, 2003
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* Included in each of the percentages above is the service fee (as defined in
the National Association of Securities Dealers, Inc. Rules of Fair
Practice) with respect to each class of shares referred to in paragraph 1
of this Agreement. Except as provided in Footnotes 2 and 3 below, Xxxxxxxx
Advisors shall pay the fees provided for above to the Service Organization
quarterly.
1 Class B and Class R shares are not available for the Xxxxxxxx New Jersey
Municipal Fund, Inc., Xxxxxxxx Pennsylvania Municipal Fund Series or any
Series of Xxxxxxxx Municipal Fund Series, Inc. or Xxxxxxxx Municipal Series
Trust. In addition Class R shares are not available in any Series of
Xxxxxxxx Time Horizon/Harvester Series, Inc.
2 At or promptly after the time of sale of any Class C or Class D Shares, a
Service Organization shall be paid .25% of the net asset value of the Class
C or Class D Shares sold by it, representing the service fee referred to in
paragraph 2 of this Agreement for services to be provided to Class C or
Class D share holders, as applicable, over the course of the one year
period immediately following the sale. Commencing in year two, the Service
Organization shall be paid 1.00% of the net asset value of the Class C or
Class D shares invested in a Fund, such fee to be comprised of a .25%
service fee and a .75% fee referred to in paragraph 4 of this Agreement for
providing distribution assistance with respect to assets invested in such
Fund.
3 With respect to any retirement plan purchasing Class R shares, the Service
Organization may elect one of two payment options noted below. However,
after a payment option has been selected with respect to an eligible
retirement plan account that is purchasing or has purchased Class R shares,
the Service Organization may not change that option with respect to such
retirement plan account without the consent of Xxxxxxxx Advisors. Option 1:
A Service Organization shall be paid 1.00% of the net asset value of the
Class R shares sold by it, with .25% of this amount representing a service
fee referred to in paragraph 2 of this Agreement for services to be
provided to Class R share holders over the course of the one year period
immediately following the sale and the balance as a fee referred to in
paragraph 4 of this Agreement for providing distribution assistance with
respect to assets invested in such Fund. Commencing in year two, the
Service Organization shall be paid .25% of the net asset value of the Class
R shares invested in a Fund, such fee to be comprised of a .25% service fee
referred to in paragraph 1 of this Agreement. Option 2: A Service
Organization shall be paid .50% of the net asset value of the Class R
shares invested in a Fund, such fee to be comprised of a .25% service fee
and a .25% fee referred to in paragraph 4 of this Agreement for providing
distribution assistance with respect to assets invested in such Fund.
+ The fees referred to in Footnote 2 will not be paid on new sales of Class C
shares of Xxxxxxxx Cash Management Fund, Inc. Such fees will only be paid
on Class C shares of Xxxxxxxx Cash Management Fund, Inc. which were
purchased by an exchange of Class C shares from another Xxxxxxxx Mutual
Fund.
++ The fees referred to in Footnote 3 will not be paid on any sales of Class R
shares of Xxxxxxxx Cash Management Fund, Inc.
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