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Exhibit 13(C)
CLASS D DISTRIBUTION PLAN OF
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 26th day of November, 1999, by and
between Xxxxxxx Xxxxx Global Financial Services Fund, Inc., a Maryland
corporation (the "Fund"), and Xxxxxxx Xxxxx Funds Distributor, a division of
Princeton Funds Distributor, Inc., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
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 of the Fund (the "Directors") are authorized to
offer separate classes of shares, and
WHEREAS, the Distributor is a securities firm engaged in the business
of selling shares of investment companies either directly to purchasers or
through other securities dealers; and
WHEREAS, the Fund proposes to enter into a Class D Shares Distribution
Agreement with the Distributor, pursuant to which the Distributor will act as
the exclusive distributor and representative of the Fund in the offer and sale
of Class D shares of common stock, par value $.10 per share (the "Class D
Shares"), of the Fund to the public; and
WHEREAS, the Fund desires to adopt this Class D Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act pursuant to
which the Fund will pay an account maintenance fee to the Distributor with
respect to the Fund's Class D Shares; and
WHEREAS, the Directors of the Fund have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class D shareholders.
NOW, THEREFORE, the 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 Corporation shall pay the Distributor with respect to the
Class D Shares an account maintenance fee under the Plan at the end of each
month at the annual rate of 0.25% of average daily net assets of the Fund
relating to the Class D Shares to compensate the Distributor and securities
firms with which the Distributor enters into related agreements pursuant to
Paragraph 2 hereof ("Sub-Agreements") for providing account maintenance
activities with respect to Class D shareholders of the Fund. Expenditures under
the Plan may consist of payments to financial consultants for maintaining
accounts in connection with Class D Shares and payment of expenses incurred in
connection with such account maintenance activities
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including the costs of making services available to shareholders including
assistance in connection with inquiries related to shareholder accounts.
2. The Fund hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms"), including
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, to provide compensation to
such Securities Firms for activities and services of the type referred to in
Paragraph 1 hereof. The Distributor may reallocate all or a portion of its
account maintenance fee or distribution fee to such Securities Firms as
compensation for the above-mentioned activities and services. Such Sub-Agreement
shall provide that the Securities Firms shall provide the Distributor with such
information as is reasonably necessary to permit the Distributor to comply with
the reporting requirements set forth in Paragraph 3 hereof.
3. The Distributor shall provide the 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 the distribution fee during such period.
4. This Plan shall not take effect until it has been approved,
together with any related agreements, 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 by vote of a majority
of the Rule 12b-1 Directors, or by vote of a majority of the outstanding Class D
voting securities of the Fund.
7. The Plan may not be amended to increase materially the rate of
payments provided for herein unless such amendment is approved by at least a
majority, as defined in the Investment Company Act, of the outstanding Class D
voting securities of the 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.
8. While the Plan is in effect, 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Plan as of
the date first above written.
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC.
By: /s/ Xxxxx X. Xxxxx
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(signature)
Name: Xxxxx X. Xxxxx
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Title: President
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XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxx X. Xxxxx
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(signature)
Name: Xxxxxxx X. Xxxxx
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Title: Vice President and Treasurer
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CLASS D SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the 26th day of November 1999, by and between
Xxxxxxx Xxxxx Funds Distributor, a division of Princeton Funds Distributor,
Inc., a Delaware corporation (the "Distributor"), and Xxxxxxx Lynch, Xxxxxx,
Xxxxxx & Xxxxx Incorporated, a Delaware corporation ("Securities Firm").
W I T N E S S E T H :
WHEREAS, the Distributor has entered into an agreement with Xxxxxxx
Xxxxx Global Financial Services Fund, Inc., a Maryland corporation (the "Fund"),
pursuant to which it acts as the exclusive distributor for the sale of Class D
shares of common stock of the Fund, par value $.10 per share (the "Class D
Shares"); and
WHEREAS, the Distributor and the Fund have entered into a Class D
Shares Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), pursuant to which the
Distributor receives an account maintenance fee from the Fund at the annual rate
of 0.25% of average daily net assets of the Fund relating to Class D Shares for
providing account maintenance activities and services with respect to Class D
Shares; and WHEREAS, the Distributor desires the Securities Firm to perform
certain account maintenance activities and services, including assistance in
connection with inquiries related to shareholder accounts, for the Fund's Class
D shareholders and the Securities Firm is willing to perform such services;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. Firm shall provide account maintenance activities and services
with respect to the Class D Shares and incur expenditures in connection with
such activities and services, of the types referred to in Paragraph 1 of the
Plan.
2. As compensation for its services performed under this
Agreement, the Distributor shall pay the Securities Firm a fee at the end of
each calendar month in an amount agreed upon by the parties hereto.
3. The Securities Firm shall provide the Distributor, at least
quarterly, such information as reasonably requested by the Distributor to enable
the Distributor to comply with the reporting requirements of Rule 12b-1
regarding the disbursement of the fee during such period referred to in
Paragraph 3 of the Plan .
4. This Agreement shall not take effect 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 Act, and have no direct or indirect financial interest in the
operation of the Plan, this Agreement or any agreements related to the Plan or
this Agreement (the "Rule 12b-1 Directors"), cast in person at a meeting or
meetings called for the purpose of voting on this Agreement.
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5. This Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 4.
6. This Agreement shall automatically terminate in the event of
its assignment or in the event of the termination of the Plan or any amendment
to the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxx X. Xxxxx
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(signature)
Name: Xxxxxxx X. Xxxxx
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Title: Vice President and Treasurer
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XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx
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(signature)
Name: Xxxxxx X. Xxxxxx
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Title: First Vice President
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