Exhibit 99.B(15)(a)
DISTRIBUTION PLAN
THIS PLAN made as of the 31st day of October, 1991 by and between FIRST
MUTUAL FUND, INCORPORATED (the Fund"), a Rhode Island corporation, and FUND/PLAN
BROKER SERVICES, INC., ("FPBS") a Delaware corporation.
WITNESSETH:
WHEREAS, the Fund is engaged in the business as an open end management
investment company and is registered as such under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, it has been proposed the Fund make payments to FPBS out of the
Fund's net assets for distribution services rendered to the Fund; and
WHEREAS, the Fund intends to distribute its common shares ("shares") in
accordance with Rule 12b-1 under the 1940 Act, and desires to adopt this
Distribution Plan pursuant to such Rule; and
WHEREAS, the Fund's Board of Directors, in considering whether the Fund
should adopt and implement a written plan, has evaluated such information as it
deemed necessary to an informed determination as to whether a written plan
should be adopted and implemented and has considered such pertinent factors as
it deemed necessary to form the basis for a decision to use assets of the Fund
for such purposes and has determined that there is a reasonable likelihood that
adoption and implementation of a plan will benefit the Fund and its
shareholders;
NOW, THEREFORE, the Fund hereby adopts this Distribution Plan ((hereinafter
referred to as the "Plan") in accordance with Rule 12b-1 under the 1940 Act, and
the parties hereto agree to the following terms and conditions of the Plan:
1. The Fund will reimburse FPBS for costs and expenses incurred in
connection with the distribution and marketing of shares of the Fund and
servicing of Fund shareholders. Such Distribution and servicing costs and
expenses may include (1) printing and advertising expenses; (2) payments to
employees or agents of FPBS who engage in or support distribution of the Fund's
shares, including salary, commissions, travel and related expenses; (3) the
costs of preparing, printing and distributing prospectuses and reports to
prospective investors; (4) expenses of organizing and conducting sales seminars;
(5) expenses related to selling and servicing efforts, including processing new
account applications, transmitting customer transaction information to the
Fund's transfer agent and answering questions of shareholders; (6) payments of
fees to one
or more broker-dealers (which may include FPBS itself), financial institutions
or other industry professionals, such as investment advisers, accountants and
estate planning firms (severally, a "Service Organization"), in respect of the
average daily value of the Fund's shares owned by shareholders for whom the
Service Organization is the dealer of record or holder of record, or owned by
shareholders with whom the Service Organization has a servicing relationship;
(7) costs and expenses incurred in implementing and operating the Plan; and (8)
such other similar services as the Fund's Board of Directors determines to be
reasonably calculated to result in the sale of Fund shares.
2. FPBS will receive a fee monthly for such costs, expenses or payments at
an annual rate of up to but not more than 0.25% of the average daily net assets
of the Fund. In the event the Plan is terminated as herein provided, the Fund
shall have no liability for expenses that were not reimbursed as of the date of
termination.
3. The Fund or the Investment Adviser to the Fund shall, from time to
time, furnish or otherwise make available to FPBS such financial reports, proxy
statements and other information relating to the business and affairs of the
Fund as FPBS may reasonably require in order to discharge its duties and
obligations hereunder.
4. Nothing herein contained shall be deemed to require the Fund to take
any action contrary to its Articles of Association or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by which is bound,
or relieve or deprive the Board of Directors of Fund of the responsibility for
and control of the affairs the Fund.
5. This Plan shall become effective upon approval by a vote of at least a
"majority of the outstanding voting securities of the Fund," and upon approval
by a vote of the Directors of the Fund and of those Directors who have no direct
or indirect financial interest in the Plan or in any agreements related to the
Plan (the "Disinterested Directors") cast in person at a meeting called for the
purpose of voting on the Plan.
6. This Plan shall remain in effect until October 31, 1992, and from year
to year thereafter; provided, however, that such continuance is subject to
approval annually by a vote of the Directors of the Fund and of the
Disinterested Directors cast in person at a meeting called for the purpose of
voting on this Plan. If such annual approval is not obtained, the Plan shall
expire 12 months after the date of the last approval. This Plan may be amended
at any time by the Board of Directors; provided that (a) any amendment to
increase materially the amount to be spent for the services described herein
shall be effective only upon approval by a vote of a majority of the outstanding
shares of the Fund and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence in
this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Disinterested Directors or by a vote of a
majority of the outstanding voting securities of the Fund, and shall
automatically terminate in the event of its assignment.
8. Nothing herein contained shall limit the freedom of FPBS or an
"affiliated person"
of FPBS, to act as distributor for other persons, firms or corporations or to
engage in other business activities.
9. Neither FPBS nor any of its employees or agents is authorized to make
any representations concerning the shares except those contained in the then
current Prospectus or Statement of Additional Information of the Fund.
10. FPBS shall use its best efforts in rendering services hereunder, but
in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations hereunder, FPBS shall not be liable to the Fund or
any of its shareholders for any error of judgment or mistake of law of for any
act or omission or for any losses sustained by the Fund or its shareholders
resulting therefrom.
11. FPBS shall provide the Fund, for review by the Fund's Board of
Directors, and the Directors shall review, at least quarterly, a written report
of the amounts expended pursuant to the Plan and the purposes for which such
expenditures were made. Such written report shall be in a form satisfactory to
the Fund and shall supply all information necessary for the Board to discharge
its responsibilities, including its responsibilities pursuant to Rule 12b-1.
12. While this Plan is in effect, the selection and nomination of
Disinterested Directors shall be committed to the discretion of the Directors
who are not interested persons.
13. The Fund shall preserve copies of this Plan, any related agreements,
and all reports made pursuant to Section 11 hereof for a period of not less than
six years from the date of this Plan or any such agreement or report, as the
case may be, the first two years in an easily accessible place.
14. The provisions hereof shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
construed in accordance with the laws of the State of Rhode Island and the
applicable provisions of the 1940 Act. To the extent the applicable law of the
State of Rhode Island or any of the provisions herein conflicts with the
applicable provisions of the 1940 Act, the latter shall control.
15. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise the remainder of the Plan shall be affected
thereby.
16. For the purposes of this Plan, the terms "interested person,"
"assignment," "affiliated person" and "majority of the outstanding voting
securities" are used as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Plan to be signed
by the respective officers thereunto duly authorized and their respected
corporate seals to be hereunto affixed, as of the day and year first above
written.
FIRST MUTUAL FUND, INCORPORATED
By
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FUND/PLAN BROKER SERVICES, INC.
By
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