Exhibit 10(d)
[ ] SHARES DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ______ day of ___________, 2006, 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 _________________________, a _____________
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 or Trustees (referred 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 a Distribution Agreement with
the Distributor, pursuant to which the Distributor will act as the distributor
and representative of each Fund in the offer and sale of shares of common stock
or beneficial interest of each Fund, including the [ ] Shares (the "[ ] Shares")
of each Fund, to the public; and
WHEREAS, each Fund desires to adopt this [ ] Shares Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act pursuant to
which each Fund will pay a service/account maintenance fee and a distribution
fee to the Distributor with respect to the Fund's [ ] 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 [
] Shares 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 [ ] Shares of
each Fund a service/account maintenance fee under the Plan at the end of each
month at the annual percentage rate of average daily net assets of such Fund
specified in Exhibit A, to compensate the Distributor for providing, or
arranging for the provision of, service/account maintenance activities with
respect to [ ] Shares shareholders of the Fund. Expenditures under the
Plan may consist of payments to financial intermediaries for maintaining
accounts in connection with [ ] Shares and payment of expenses incurred in
connection with such service/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 [ ] Shares of each
Fund a distribution fee under the Plan at the end of each month at the annual
percentage rate of average daily net assets of such Fund specified in Exhibit A
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 [ ] Shares of each Fund. Such
expenditures may consist of sales commissions to financial intermediaries for
selling [ ] 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 or vote
of a majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding [ ] Shares 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 [ ] Shares 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.
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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, not 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.
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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:
___________________ DISTRIBUTORS, INC.
By: ____________________________________
Title:
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EXHIBIT A
[ ] Shares Fees
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Name of Fund Service/Account Distribution Fee
Maintenance Fee
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