EX-99.(m)
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, Xxxxxxxx Income Fund, Inc.,
Xxxxxxxx Investment Grade Fixed Income Fund, Inc., Xxxxxxxx Municipal Fund
Series, Inc., Xxxxxxxx Municipal Series Trust, Xxxxxxxx New Jersey Municipal
Fund, Inc., Xxxxxxxx Pennsylvania Municipal Fund Series, Inc., Xxxxxxxx
Tax-Aware Fund, Inc., Xxxxxxxx Time Horizon/Harvester Series, Inc., Xxxxxxxx
Value Fund Series, Inc. (the "Funds"), and any other future mutual funds that
may become members of the Xxxxxxxx Group of Investment Companies which adopt an
Administration, Shareholder Services and Distribution Plan, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), 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 .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 and Class D
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 .25 of 1% of the net asset value of the Class C or Class D
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 or Class D Shares over the
course of the first year following the sale.
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.
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 1940 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
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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
faxed (followed by mailed notice) to 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 1940 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 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 offices as of the date
first above written.
XXXXXXXX ADVISORS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President
SERVICE ORGANIZATION
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By
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Address
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