ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT, dated as
of ___________________, 19__ between Xxxxxxxx Financial Services, Inc.
("Xxxxxxxx Financial Services") and _________________________________ (the
"Service Organization").
The Parties hereto enter into an Administration, Shareholder Services and
Distribution Agreement ("Service Agreement") with respect to the shares of
Xxxxxxxx Capital Fund, Inc., Xxxxxxxx Cash Management Fund, Inc., Xxxxxxxx
Common Stock Fund, Inc., Xxxxxxxx Communications and Information Fund, Inc.,
Xxxxxxxx Frontier Fund, Inc., Xxxxxxxx Growth Fund, Inc., Xxxxxxxx Xxxxxxxxx
Global Fund Series, Inc., Xxxxxxxx High Income Fund Series, Xxxxxxxx Income
Fund, Inc., Xxxxxxxx New Jersey Tax-Exempt Fund, Inc., Xxxxxxxx Pennsylvania
Tax-Exempt Fund Series, Xxxxxxxx Tax-Exempt Fund Series, Inc., Xxxxxxxx
Tax-Exempt Series Trust (the "Funds"), and any other future mutual funds that
may become members of the Xxxxxxxx Group of Investment Companies which adopt an
Administration, Shareholder Services and Distribution Plan, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act"), and in
consideration of the mutual agreements herein made, agree as follows:
The Service Organization shall make such use of or provide such information
and services as may be necessary or appropriate (i) to provide shareholder
services to shareholders of the Funds and (ii) to assist Xxxxxxxx Financial
Services in any distribution of shares of the Funds, including, without
limitation, making use of the Service Organization's name, client lists, and
publications, for the solicitation of sales of shares of the Funds to Service
Organization clients, and such other assistance as Xxxxxxxx Financial Services
reasonably requests, to the extent permitted by applicable statute, rule or
regulation.
1. Except with respect to the Class D shares of a Fund for the first year
following the sale thereof, Xxxxxxxx Financial Services shall pay to the
Service Organization a service fee (as defined in the National Association
of Securities Dealers, Inc. Rules of Fair Practice) not to exceed .25 of 1%
per annum of the average daily net assets of each class of shares of each
Fund attributable to the clients of the Service Organization.
2. With respect to the first year following the sale of Class D shares of a
Fund, Xxxxxxxx Financial Services shall pay to the Service Organization at
or promptly after the time of sale a service fee (as defined in the
National Association of Securities Dealers, Inc. Rules of Fair Practice)
not to exceed .25 of 1% of the net asset value of the Class D shares sold
by the Service Organization. Such service fee shall be paid to the Service
Organization solely for personal services and/or the maintenance of
shareholder accounts to be provided by the Service Organization to the
purchaser of such Class D Shares over the course of the first year
following the sale.
3. Any service fee paid hereunder shall be paid solely for personal services
and/or the maintenance of shareholder accounts. For greater certainty, no
part of a service fee shall be paid for subtransfer agency services,
subaccounting services, or administrative services.
4. In addition to payment of the service fee, from time to time Xxxxxxxx
Financial Services may make payments to the Service Organization in
addition to those contemplated above for providing distribution assistance
with respect to assets invested in each Fund by its clients.
5. Neither the Service Organization nor any of its employees or agents are
authorized to make any representation concerning the Funds or the Funds'
shares except those contained in the then current Prospectus, copies of
which will be supplied by Xxxxxxxx Financial Services. The Service
Organization shall have no authority to act as agent for Xxxxxxxx Financial
Services or the Funds.
6. In consideration of the services provided pursuant to paragraphs 1, 2
and/or 4 above, the Service Organization shall be entitled to receive fees
as are set forth in Exhibit A hereto as may be amended from time to time by
Xxxxxxxx Financial Services. Xxxxxxxx Financial Services has no obligation
to make any such payments and the Service Organization agrees to waive
payment of its fee until Xxxxxxxx Financial Services is in receipt of the
fee from the Fund(s). The payment of fees has been authorized pursuant to
an Administration, Shareholder Services and Distribution Plans (the
"Plans") approved by the Directors/Trustees and the shareholders of the
Funds pursuant to the requirements of the Act and such authorizations may
be withdrawn at any time.
7. It is understood that the Funds reserve the right, at their discretion and
without notice, to suspend or withdraw the sale of shares of the Funds.
This Agreement shall not be construed to authorize the Service Organization
to perform any act that Xxxxxxxx Financial Services would not be permitted
to perform under the respective Distributing Agreements between each of the
Funds and Xxxxxxxx Financial Services.
8. Subject to the proviso in Section 6 of the Plans, this Agreement shall
continue until December 31 of the year in which any Plan has first been
approved by shareholders and through December 31 of each year thereafter
provided such continuance is specifically approved at least annually by a
vote of a majority of (i) the Fund's Directors/Trustees and (ii) the
Qualified Directors/Trustees cast in person at a meeting called for the
purpose of voting on such approval and provided further that the Service
Organization shall not have notified Xxxxxxxx Financial Services in writing
at least 60 days prior to the anniversary date of the previous continuance
that it does not desire such continuance. This Agreement may be terminated
at any time without payment of any penalty with respect to any of the Funds
by vote of a majority of the Qualified Directors/Trustees, or by vote of a
majority of the outstanding voting securities of the particular Fund or
class or series of a Fund, on 60 days' written notice to the Service
Organization and Xxxxxxxx Financial Services. Notwithstanding anything
contained herein, in the event that any of the Plans shall be terminated or
any of the Plans or any part thereof shall be found invalid or ordered
terminated by any regulatory or judicial authority, or the Service
Organization shall fail to perform the services contemplated by this
Agreement, such determination to be made in good faith by Xxxxxxxx
Financial Services, this Agreement may be terminated with respect to such
Plan effective upon receipt of written notice thereof by the Service
Organization. This Agreement will also terminate automatically in the event
of its assignment.
9. All communications to Xxxxxxxx Financial Services shall be sent to it at
its offices, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Any notice to the Service Organization shall be duly given if mailed or
telegraphed to it at the address shown below.
10. As used in this Agreement, the terms "assignment", "interested person" and
"vote of a majority of the outstanding voting securities" shall have the
respective meanings specified in the Act and in the rules and regulations
thereunder and the term "Qualified Directors/Trustees" shall mean the
Directors/Trustees of a Fund who are not interested persons of the Fund and
have no direct or indirect financial interest in its Plan or in any
agreements related to the Plan.
11. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or to
impose any duty upon, any of the parties to do anything in violation of any
applicable laws or regulations.
IN WITNESS WHEREOF, Xxxxxxxx Financial Services and the Service Organization
have caused this Agreement to be executed by their duly authorized offices as of
the date first above written.
XXXXXXXX FINANCIAL SERVICES, INC.
By
----------------------------------
Xxxxxxx X. Xxxxxxx, President
SERVICE ORGANIZATION
-----------------------------------
By
-----------------------------------
Address
--------------------------
-----------------------------------
1/95
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT
EXHIBIT A
The payment schedule for Service Organizations is set forth immediately
below:
Average Daily Fees as a Percentage
Net Assets of Each Fund's/Series'
Attributable to Net Assets Attributable
Fund Name Service Organizations to Service Organizations*
--------- --------------------- -------------------------
Class A Shares Class A Shares Class D
-------------- ---------------
Class B Shares+ Shares**
--------------- --------
Xxxxxxxx Capital Fund, Inc. $100,000 or more .25% 1.00%
Xxxxxxxx Cash Management Fund, Inc. $100,000 or more -0-/.25% 1.00%
Xxxxxxxx Common Stock Fund, Inc. $100,000 or more .25% 1.00%
Xxxxxxxx Communications and Information Fund, Inc. $100,000 or more .25% 1.00%
Xxxxxxxx Frontier Fund, Inc. $100,000 or more .25% 1.00%
Xxxxxxxx Growth Fund, Inc. $100,000 or more .25% 1.00%
Xxxxxxxx Xxxxxxxxx Global Fund Series, Inc:
Xxxxxxxx Xxxxxxxxx Emerging Markets Growth Fund $100,000 or more .25% 1.00%
Xxxxxxxx Xxxxxxxxx Global Smaller Companies Fund $100,000 or more .25% 1.00%
Xxxxxxxx Xxxxxxxxx Global Growth Opportunities Fund $100,000 or more .25% 1.00%
Xxxxxxxx Xxxxxxxxx Global Technology Fund $100,000 or more .25% 1.00%
Xxxxxxxx Xxxxxxxxx International Fund $100,000 or more .25% 1.00%
Xxxxxxxx High Income Fund Series:
U.S. Government Securities Series $100,000 or more .25% 1.00%
High-Yield Bond Series $100,000 or more .25% 1.00%
Xxxxxxxx Income Fund, Inc. $100,000 or more .25% 1.00%
Xxxxxxxx New Jersey Municipal Fund, Inc. $100,000 or more .25% 1.00%
Xxxxxxxx Pennsylvania Municipal Fund Series $100,000 or more .25% 1.00%
Xxxxxxxx Municipal Fund Series, Inc:
National Series $100,000 or more .10% 1.00%
Colorado Series $100,000 or more .10% 1.00%
Georgia Series $100,000 or more .10% 1.00%
Louisiana Series $100,000 or more .10% 1.00%
Maryland Series $100,000 or more .10% 1.00%
Massachusetts Series $100,000 or more .10% 1.00%
Michigan Series $100,000 or more .10% 1.00%
Minnesota Series $100,000 or more .10% 1.00%
Missouri Series $100,000 or more .10% 1.00%
New York Series $100,000 or more .10% 1.00%
Ohio Series $100,000 or more .10% 1.00%
Oregon Series $100,000 or more .10% 1.00%
South Carolina Series $100,000 or more .10% 1.00%
Xxxxxxxx Municipal Series Trust:
California Municipal Quality Series $100,000 or more .10% 1.00%
California Municipal High-Yield Series $100,000 or more .10% 1.00%
Florida Municipal Series $100,000 or more .25% 1.00%
North Carolina Municipal Series $100,000 or more .25% 1.00%
Xxxxxxxx Value Fund Series, Inc. $100,000 or more .25% 1.00%
March 20, 1997
* Included in each of the percentages above is the service fee (as defined in
the National Association of Securities Dealers, Inc. Rules of Fair Practice)
with respect to each class of shares referred to in paragraph 1 of this
Agreement. Except as provided in Footnote ** below, Xxxxxxxx Financial Services
shall pay the fees provided for above to the Service Organization quarterly.
**At or promptly after the time of sale of any Class D Shares, a Service
Organization shall be paid 1.00% of the net asset value of the Class D Shares
sold by it. The difference between .75% and the amount paid is comprised of the
service fee referred to in paragraph 1 of this Agreement for services to be
provided to Class D shareholders over the course of the one year period
immediately following the sale.
+ Class B Shares are not available for theSeligman New Jersey Municipal Fund,
Inc., Xxxxxxxx Pennsylvania Municipal Fund Series or any Series of Xxxxxxxx
Municipal Fund Series, Inc. or Xxxxxxxx Municipal Series Trust.
