EXHIBIT (m)(3)
FORM OF
XXX XXXXXX FUNDS INC.
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of the ____ day of ____, 19__, by and
between Xxx Xxxxxx Funds Inc. (the "Company") and the undersigned (the
"Intermediary").
WHEREAS, the Company is the principal underwriter of the open-end
investment companies listed on Schedule 1 to this Agreement (hereinafter
individually the "Fund" or collectively the "Funds"); and
WHEREAS, each respective Fund has adopted a Distribution Plan (the
"Distribution Plan") pursuant to Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"), and a Service Plan (the
"Service Plan") relating to such Fund, the Distribution Plans being described in
the Fund's Prospectus and Statement of Additional Information; and
WHEREAS, each respective Fund's Distribution Plans authorize the Company to
enter into distribution services agreements such as this Agreement with certain
financial intermediaries selected by the Company, and the Intermediary has been
so selected; and
WHEREAS, each respective Fund's Distribution Plans authorize the Company to
make payments at a rate specified in an agreement such as this Agreement varying
directly with the aggregate average daily net asset value of shares of each
respective Fund sold by such financial intermediary on or after the effective
date of this Agreement, as determined pursuant to Section 4 hereof, and held at
the close of each day in accounts of clients or customers of particular
intermediary, such amount being referred to herein as the "Holding Level"; for
purposes of calculating the Holding Level, shares of such Fund which are
redeemed or otherwise disposed of from any account existing prior to such
effective date shall be deemed to have been shares sold prior to such effective
date to the extent of the number of shares held in such account immediately
after the close of business on the day prior to such effective date; and
WHEREAS, this Agreement is a "related agreement" to the Distribution Plan
as that term is used in the Rule and is subject to all of the provisions of the
Rule as to such agreements;
NOW, THEREFORE, the Company and the Intermediary agree as follows:
1. Subject to continuing compliance with its obligations pursuant to
Section 2 hereof, the Intermediary shall be entitled to distribution fee and
service fee payments, if any, to be paid by the Company with respect to each
class of the Fund's shares at the annual percentage rate of the Holding Level
set forth from time to time in the then current Prospect of the Fund on a
quarterly basis (prorated for any portion of such period during which this
Agreement is in effect for less than the full amount of such period); it is
understood and agreed that the Company may make final and binding determinations
as to whether such continuing compliance and as to whether or not any Fund
shares are to be considered in determining the Holding Level of any particular
financial intermediary and what Fund shares, if any, are to be attributed to
such purpose to a particular financial intermediary, to a different financial
intermediary or to no financial intermediary.
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2. The distribution fee payments with respect to a class of the Fund's
shares to be made in accordance with Section 1 hereof, if any, shall be paid to
the Broker-Dealer as compensation for selling shares of the respective class.
3. In consideration for the service fee payments to be made in accordance
with Section 1 hereof, the Intermediary shall provide to its clients or
customers who hold shares of each respective Fund with respect to which payments
to the Intermediary may be made under such Fund's Distribution Plan such
services and other assistance as may from time to time be reasonably requested
by the Company, including but not limited to answering inquiries regarding the
Fund, providing information programs regarding the Fund, assisting in selected
dividend payment options, account designations and addresses and maintaining the
investment of such customer or client in the Fund.
4. The Company shall have the right at any time and from time to time
without notice to the Broker-Dealer to amend its Prospectus with respect to the
amount of the service free and the amount of the distribution fee to be paid
pursuant hereto. Such amendments shall be effective as of the date of the
amended Prospectus.
5. This Agreement shall go into effect on the later of the date set forth
above or the date on which it is approved by a vote of each Fund's Board of
Directors (or Trustees, as the case may be) and of those Directors/Trustees (the
"Qualified Directors/Trustees") who are not interested persons (as defined in
the 0000 Xxx) of the Fund and have no direct or indirect financial interest in
the operations of the Distribution Plan or any agreement related to the
Distribution Plan cast in person at a meeting called for the purpose of voting
on this Agreement and shall continue in effect (unless terminated) until the
June 30th next succeeding such effective date and will continue thereafter only
if such continuance is specifically approved at least annually in the manner
heretofore specified for initial approval. This agreement will terminate
automatically in the event of its assignment (as that term is used in the Rule)
or if the Distribution Plan is terminated. This Agreement may also be terminated
at any time, without the payment of any penalty, on sixty (60) days written
notice to the Intermediary, by vote of a majority of the Qualified
Directors/Trustees or by vote of a majority (as that term is used in the Rule)
of the outstanding voting securities of the Fund.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
XXX XXXXXX FUNDS INC.
By:
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Intermediary Senior Vice President
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Address
By:
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Title
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