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Exhibit (e)(ii)
DISTRIBUTION AGREEMENT
(CLASS B AND C)
AGREEMENT made as of this ___ day of ________, 1999 by and between
XXXXXXX XXXXX MUTUAL FUNDS, INC., a Maryland corporation (the "Company") and
XXXXXXX XXXXX & COMPANY, L.L.C., an Illinois limited liability company ("Xxxxxxx
Xxxxx").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
which offers for public sale separate series of shares of beneficial interest,
each corresponding to a distinct portfolio which may be further divided into
separate classes of shares (the "Shares"); and
WHEREAS, the Company has adopted a Distribution Plan pursuant to Rule
12b-1 under the 1940 Act (the "Plan") on behalf of each of its series (except
the Ready Reserves Fund) (the "Funds") for its Class B and C shares; and
WHEREAS, the Company desires to enter into this Distribution Agreement
(the "Agreement") with Xxxxxxx Xxxxx pursuant to which Xxxxxxx Xxxxx agrees to
provide distribution-related service to the Class B and C shares of each Fund;
NOW, THEREFORE, the parties agree as follows:
1. A. The Company, on behalf of each Fund, is authorized to pay to Xxxxxxx
Xxxxx, as compensation for distribution-related services that are primarily
intended to result in the sale of the Funds, the distribution fees which are
specified in the Plan. Fees are to be paid by the Funds as described in the
Plan, or at such other intervals as the Company's Board of Directors (the
"Board") shall determine, computed at the annual rate of .75% of the average
daily net assets attributable to the Class B and C shares of each Fund.
B. Any Fund may pay distribution fees for its Class B and C shares to
Xxxxxxx Xxxxx at a lesser rate than the fees specified in the Plan as agreed
upon by the Board and Xxxxxxx Xxxxx.
2. As distributor of the Funds, Xxxxxxx Xxxxx may spend such amounts as it
deems appropriate on any activities or expenses primarily intended to result in
the sale of the Funds, including but not limited to: compensation to employees
or independent contractors of Xxxxxxx Xxxxx; compensation to and expenses of
Xxxxxxx Xxxxx and other selected dealers who engage in or
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support the distribution of the Funds, including overhead and telephone and
other communication expenses; the printing of prospectuses, statements of
additional information and reports for other than existing shareholders, the
preparation, printing and distribution of sales literature and advertising
materials, and other direct and indirect distribution-related expenses.
3. This Agreement shall not take effect with respect to any Fund unless it
has been approved, together with any related agreements, by a majority vote,
cast in person at a meeting (or meetings) called for the purpose of voting on
such approval, of (a) the Board; and (b) those Directors of the Company who are
not "interested persons" of the Company, as defined under the Act, and have no
direct or indirect financial interest in the operation of this Agreement or any
agreements related thereto (the "Independent Board Members").
4. Xxxxxxx Xxxxx shall provide to the Board and the Board shall review, at
least quarterly, a written report of the amounts expended with respect to each
Fund under this Agreement and the purposes for which such expenditures were
made.
5. The Company or any Fund may terminate this Agreement at any time,
without the payment of any penalty, by vote of the Board, by vote of a majority
of the Independent Board Members, or by vote of a majority of the outstanding
voting securities of the affected Fund.
6. This Agreement may not be amended to increase materially the amount of
distribution fees to be paid by a Fund unless amendment of the Plan is approved
by a vote of a majority of the outstanding voting securities of the affected
Fund, and no material amendment to the other provisions of the Agreement shall
be made unless approved in the manner provided for approval in Section 6 of the
Plan.
7. The amount of the distribution fees payable by any Fund for the B and C
Class under this Agreement and any distribution agreement may be greater or
lesser than the distribution-related expenses actually incurred on behalf of
such Fund. The distribution fees set forth in the Plan with respect to a Fund
will be payable by such Fund until the Agreement is terminated or not renewed
with respect to the shares of that Fund.
8. As used in this Agreement, the terms "majority of the outstanding
voting securities," "assignment" and "interested person" shall have the same
meaning as those terms have in the 1940 Act.
9. The Company shall preserve copies of this Agreement (including any
amendments thereto) and any related agreements and all reports made pursuant to
paragraph 4 hereof for a period of not less than six years from the date
thereof, the first two years in an easily accessible place.
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IN WITNESS WHEREOF, the Company and Xxxxxxx Xxxxx have caused this
Agreement to be executed as of the day and year first above written.
XXXXXXX XXXXX MUTUAL FUNDS, INC.
Attest: By:
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XXXXXXX XXXXX & COMPANY, L.L.C.
Attest: By:
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