THE XXXXXXXX FUND, INC.
AGREEMENT PURSUANT TO
RULE 12b-1 PLAN OF DISTRIBUTION
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WHEREAS, The Xxxxxxxx Fund, Inc. (the "Fund"), a fund which charges neither
an initial sales charge nor a deferred sales charge, has adopted a Rule 12b-1
Plan of Distribution, as amended, which provides for the utilization of Fund
assets to finance certain activities which are primarily intended to result in
the distribution of the Fund's shares; and
WHEREAS, the Fund wishes to engage the services of Edgemont Asset
Management Corporation, from time to time, to provide or arrange for the
provision of the activities described in paragraph 2.1 of the Rule 12b-1 Plan
(hereafter the "Services");
WHEREAS, Edgemont Asset Management Corporation has agreed to provide or
arrange for the provision of the Services, as requested, from time to time, by
the Fund.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
1. The Fund hereby agrees that it will finance the Services which are
primarily intended to result in the sale of the Fund's shares which shall
include but not be limited to (a) advertising, (b) compensation of persons
engaged in the offer and sale of the Fund's shares and/or administering the
accounts and providing information to shareholders, (c) the printing and mailing
of prospectuses and reports to other than current Fund shareholders, and (d) the
printing and mailing of sales literature.
Edgemont Asset Management Corporation agrees that it will provide or arrange for
the provision of the Services.
2. Payments made by the Fund under the terms of this Agreement for the
Services shall not exceed, in the aggregate, one percent (1%) of the Fund's
average daily net asset value, per annum.
3. Edgemont Asset Management Corporation shall provide to the Fund, at
least quarterly, a written report concerning the disposition of monies, paid or
payable by the Fund, pursuant to this Agreement, the amounts so expended and the
purposes for which such expenditures were made.
4. This Agreement shall not take effect until it has been approved by the
vote of both a majority of (a) those Directors of the Fund who are not
interested persons of the Fund and have no direct or indirect financial interest
in the operation of the Plan or this Agreement ( the "Rule 12b-1 Directors");
and (b) all of the Directors then in office cast at a meeting called for the
purpose of voting on this Agreement. This Agreement may be terminated at any
time without payment of a penalty by a vote of a majority of the Rule 12b-1
Directors or by vote of a majority of the Fund's outstanding voting securities,
on not more than sixty days prior written notice to the other party to the
Agreement, and shall terminate automatically in the event of its assignment.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the
4th day of December, 1992.
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THE XXXXXXXX FUND, INC.
Attest:
/s/ Xxxx Xxxxxx By: /s/ Xxxx X. Xxxxx
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XXXX XXXXXX XXXX X. XXXXX
Assistant Secretary President
EDGEMONT ASSET MANAGEMENT
CORPORATION
Attest:
/s/ Xxxx Xxxxxx By: /s/ Xxxxxxxx Xxxxxxx
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XXXX XXXXXX XXXXXXXX XXXXXXX
Assistant Secretary President
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