Exhibit (13)(C)
CLASS C DISTRIBUTION PLAN OF
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ________ day of ______________________,
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:
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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 C 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 C shares of common stock, par value $.10 per share (the "Class C
Shares"), of the Fund to the public; and
WHEREAS, the Fund desires to adopt this Class C 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 and a distribution fee to the
Distributor with respect to the Fund's Class C 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 C 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 C
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 C Shares to compensate the Distributor and securities firms with which the
Distributor enters into related agreements pursuant to Paragraph 3 hereof ("Sub-
Agreements") for providing account maintenance activities with respect to Class
C shareholders of the Fund. Expenditures under the Plan may consist of payments
to financial
consultants for maintaining accounts in connection with Class C Shares and
payment of expenses incurred in connection with such 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 a distribution fee under the Plan at
the end of each month at the annual rate of 0.75% of average daily net assets of
the Fund relating to Class C Shares to compensate the Distributor and the
securities firms with which the Distributor enters into related Sub-Agreements
for providing sales and promotional activities and services. Such activities
and services will relate to the sale, promotion and marketing of the Class C
Shares. Such expenditures may consist of sales commissions to financial
consultants for selling Class C 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 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 Paragraphs 1 and 2
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 4 hereof.
4. 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.
5. 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.
6. 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 5.
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7. 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 C voting
securities of the Fund.
8. 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 C voting
securities of the Fund, and by the Directors of the Fund in the manner provided
for in Paragraph 5 hereof, and no material amendment to the Plan shall be made
unless approved in the manner provided for approval and annual renewal in
Paragraph 5 hereof.
9. 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.
10. The Fund shall preserve copies of the Plan and any related agreements and
all reports made pursuant to Paragraph 4 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:
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(signature)
Name:
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Title:
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XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
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(signature)
Name:
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Title:
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CLASS C SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the _________ day of _______________ 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 :
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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 C
shares of common stock of the Fund, par value $.10 per share (the "Class C
Shares"); and
WHEREAS, the Distributor and the Fund have entered into a Class C 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 C Shares for providing
account maintenance activities and services with respect to Class C Shares and a
distribution fee from the Fund at the annual rate of 0.75% of average daily net
assets of the Fund relating to Class C shares for providing sales and
promotional activities and services related to the distribution of Class C
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 C
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. The Securities Firm shall provide account maintenance activities and services
with respect to the Class C Shares and incur expenditures in connection with
such activities and services, of the types referred to in Paragraph 1 of the
Plan.
2. The Securities Firm shall provide sales and promotional activities and
services with respect to the sale of the Class C shares of the Fund, and
incur distribution expenditures of the types referred to in paragraph 2 of
the Plan.
3. As compensation for its services performed under this Agreement, the
Distributor shall pay the Securities Firm an account maintenance fee and a
distribution fee at the end of each calendar month in an amount agreed upon
by the parties hereto.
4. 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 account maintenance fee and the distribution fee
during such period referred to in Paragraph 3 of the Plan.
5. 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.
6. 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 5.
7. 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:
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(signature)
Name:
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Title:
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XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By
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(signature)
Name:
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Title:
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