EXHIBIT 13A
AMENDED AND RESTATED
CLASS B DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 26th day of April, 2000, by and
between each of the investment companies listed on Exhibit A, as such Exhibit
may be amended from time to time (each a "Fund," and collectively, the "Funds"),
severally and not jointly, and Princeton Funds Distributor, Inc., a Delaware
corporation (the "Distributor").
WITNESSETH:
----------
WHEREAS, the Fund 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 Directors or Trustees (referenced to herein as the
"Directors") of certain Funds are authorized to establish separate series
relating to separate portfolios of securities, and the Directors have
established and designated multiple series of certain Funds; and
WHEREAS, the Distributor is a securities firm engaged in the business
of selling shares of investment companies either directly to purchasers or
through financial intermediaries, including without limitation, brokers,
dealers, retirement plans, financial consultants, registered investment advisers
and mutual fund supermarkets ("financial intermediaries"); and
WHEREAS, each Fund proposes to enter into an Amended and Restated
Distribution Agreement with the Distributor, pursuant to which the Distributor
will act as the exclusive distributor and representative of each Fund in the
offer and sale of shares of common stock or beneficial interest, par value $0.10
per share of each Fund, including the Class B shares (the "Class B Shares") of
each Fund, to the public; and
WHEREAS, each Fund desires to adopt this Amended and Restated Class B
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act pursuant to which each Fund will pay an account maintenance fee and
a distribution fee to the Distributor with respect to the Fund's Class B Shares;
and
WHEREAS, the Directors of each Fund have determined that there is a
reasonable likelihood that adoption of the Plan will benefit each Fund and its
Class B shareholders.
NOW, THEREFORE, each Fund hereby adopts, and the Distributor xxxxxx
agrees to the terms of, the Plan in accordance with Rule 12b-1 under the
Investment Company Act on the following terms and conditions:
1. The Fund shall pay the Distributor with respect to the Class B
Shares of each Fund an account maintenance fee under the Plan at the end of each
month at the annual rate of
average daily net assets of such Fund specified in Exhibit B, to compensate the
Distributor for providing, or arranging for the provision of, account
maintenance activities with respect to Class B shareholders of the Fund.
Expenditures under the Plan may consist of payments to financial intermediaries
for maintaining accounts in connection with Class B Shares 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 Fund shall pay the Distributor with respect to Class B Shares of
each Fund a distribution fee under the Plan at the end of each month at the
annual rate of average daily net assets of such Fund specified in Exhibit B to
compensate the Distributor for providing, or arranging for the provision of,
sales and promotional activities and services. Such activities and services will
relate to the sale, promotion and marketing of the Class B Shares of each Fund.
Such expenditures may consist of sales commissions to financial intermediaries
for selling Class B Shares, 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 Distributor shall provide each Fund 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 distribution fee during such period.
4. This Plan shall not take effect with respect to a Fund until it has
been approved by votes of a majority of both (a) the Directors of the Fund and
(b) those Directors of the Fund who are not "interested persons" of the Fund, 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 the Plan and such related agreements.
5. The 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 4.
6. The Plan may be terminated at any time with respect to any Fund 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 applicable Fund.
7. The Plan may not be amended to increase materially the rate of
payments provided for in Paragraphs 1 or 2 hereof with respect to any Fund
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
applicable Fund, and by the Directors of the Fund in the manner provided for in
Paragraph 4 hereof, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal in Paragraph 4
hereof.
2
8. While the Plan is in effect with respect to any Fund, the selection
and nomination of Directors who are not interested persons, as defined in the
Investment Company Act, of the Fund shall be committed to the discretion of the
Directors who are not interested persons.
9. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to Paragraph 3 hereof, for a period of not less
than six years from the date of the Plan, or the date of such agreement or
report, as the case may be, the first two years in an easily accessible place.
10. The Declaration of Trust establishing each Fund that is organized as a
Massachusetts business trust, together with all amendments thereto (the
"Declaration"), which is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Fund refers to the
Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or agent of a Fund
shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of a Fund, but the trust property only shall be
liable.
3
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of
the date first above written.
EACH OF THE INVESTMENT COMPANIES LISTED ON
EXHIBIT A ATTACHED HERETO
By:
--------------------------------------
Title:
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
--------------------------------------
Title:
4
Exhibit A
Xxxxxxx Xxxxx Basic Value Fund, Inc.
Xxxxxxx Xxxxx Balanced Capital Fund, Inc.
Xxxxxxx Xxxxx Disciplined Equity Fund, Inc.
Xxxxxxx Xxxxx Global Growth Fund, Inc.
Xxxxxxx Xxxxx Global Resources Trust
Xxxxxxx Xxxxx Small Cap Value Fund, Inc.
A-1
Exhibit B
Class B Distribution Fee
------------------------
-------------------------------------------------------------------------------------------
Account
Name of Fund Maintenance Fee Distribution Fee
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Basic Value Fund, Inc. 0.25% 0.75%
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Balanced Capital Fund, Inc. 0.25% 0.75%
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Disciplined Equity Fund, Inc. 0.25% 0.50%
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Global Growth Fund, Inc. 0.25% 0.75%
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Global Resources Trust 0.25% 0.75%
-------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Small Cap Value Fund, Inc. 0.25% 0.75%
-------------------------------------------------------------------------------------------
B-1
