XXXXX & XXXX EQUITY FUND, INC.
Distribution and Service Plan Pursuant to Rule
12b-1 Under the Investment Company Act of 1940
The Distribution and Service Plan (the "Plan") is adopted by
Xxxxx & Xxxx Equity Fund, Inc. (the "Fund") in accordance with the provisions of
Rule 12b-1 under the Investment Company Act of 1940 (the "Act").
The Plan
1. The Fund and Xxxxx & Xxxx Distributors, Inc. (the "Distributor"), have
entered into a Distribution Agreement, in a form satisfactory to the Fund's
Board of Directors, under which the Distributor will act as distributor of the
Fund's shares. Pursuant to the Distribution Agreement, the Distributor, as agent
of the Fund, will solicit orders for the purchase of the Fund's shares, provided
that any subscriptions and orders for the purchase of the Fund's shares will not
be binding on the Fund until accepted by the Fund as principal.
2. The Fund and the Manager have entered into an Investment Management
Contract, in a form satisfactory to the Fund's Board of Director's under which
the Manager may make payments from time to time from the management fee received
by the Manager from the Fund, from the Manager's revenues (which may include
management or advisory fees received from other investment companies) and past
profits for the following purposes:
(i) to defray the costs of, and to compensate others, including banks,
broker-dealers and other organizations whose customers or clients are Fund
Stockholders ("Intermediaries"), for performing stockholder, administrative and
accounting services to the Fund;
(ii) to compensate Intermediaries for providing assistance in distributing
the Fund's Shares; and
(iii) to defray the cost of the preparation and printing of brochures and
other promotional materials, mailings to prospective stockholders, advertising,
and other promotional activities, including salaries of sales personnel of the
Distributor and other persons, in connection with the distribution of the Fund's
shares.
The Investment Management Contract further provides that the Manager will
in its sole discretion determine the amount of the foregoing payments made
pursuant to this Plan and that the Manager is not subject to any percentage
limitation with respect to the amounts it may expend for the activities
described in this paragraph, but that no such payment will increase the amount
which the Fund is required to pay to the Manager for any fiscal year under the
Investment Management Contract.
3. The Fund will defray the cost of preparing, printing and delivering the
Fund's prospectus, statement of additional information, subscription application
forms, brochures and advertisements to existing and new stockholders of the
Fund. The amounts payable by the Fund pursuant to this paragraph 3 will
not exceed for any fiscal year of the Fund .05% of the Fund's average daily net
assets for such year.
4. Payments by the Fund or Manager to Intermediaries for the purpose of
distributing the Fund's shares as set forth herein are subject to compliance by
them with the terms of written agreements in a form satisfactory to the Fund's
Board of Directors to be entered into between the Distributor and the
Intermediaries.
5. The Fund and the Distributor will prepare and furnish to the Fund's
Board of Directors, at least quarterly, written reports setting forth all
amounts expended for servicing and distribution purposes by the Fund, the
Distributor and the Manager, pursuant to the Plan and identifying the servicing
and distribution activities for which such expenditures were made.
6. The Plan became effective upon approval by (i) a majority of the
outstanding voting securities of the Fund (as defined in the Act), and (ii) a
majority of the Board of Directors of the Fund, including a majority of the
Directors who are not interested persons (as defined in the Act) of the Fund and
who have no direct or indirect financial interest in the operation of the Plan
or in any agreement entered into in connection with the Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the approval of
the Plan.
7. The Plan will remain in effect until ______________ unless earlier
terminated in accordance with its terms, and
thereafter may continue in effect for successive annual periods if approved each
year in the manner described in clause (ii) of paragraph 6 hereof.
8. The Plan may be amended at any time with the approval of the Board of
Directors of the Fund, provided that (i) any material amendments of the terms of
the Plan will be effective only upon approval as provided in clause (ii) of
paragraph 6 hereof, and (ii) any amendment which increases materially the amount
which may be spent by the Fund pursuant to the Plan will be effective only upon
the additional approval as provided in clause (i) of paragraph 6 hereof.
9. The Plan may be terminated without penalty at any time (i) by a vote of
the majority of the entire Board of Directors of the Fund and by a vote of a
majority of the Directors of the Fund who are not interested persons (as defined
in the Act) of the Fund and who have no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan, or (ii) by a
vote of a majority of the outstanding voting securities of the Fund (as defined
in the Act).
