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EXHIBIT 99.(M)(3)
CLASS D DISTRIBUTION PLAN
OF
XXXXXXX XXXXX ______________ FUND
OF
XXXXXXX XXXXX INVESTMENT MANAGERS FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ___ day of __________, 2000, by and
between Xxxxxxx Xxxxx Investment Managers Funds, Inc., a Maryland corporation
(the "Corporation"), on behalf of its series, Xxxxxxx Xxxxx ____________ Fund
(the "Fund"), and FAM Distributors, Inc., a Delaware corporation ("FDI").
W I T N E S S E T H :
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WHEREAS, the Corporation 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 Fund has been established as a series of the Corporation;
and
WHEREAS, FDI 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 Corporation on behalf of the Fund proposes to enter into a
Distribution Agreement with FDI, pursuant to which FDI will act as the exclusive
distributor and representative of the Fund in the offer and sale of Class D
shares of common stock, par value $0.01 per share (the "Class D shares"), of the
Fund to the public; and
WHEREAS, the Corporation on behalf of the Fund desires to adopt this
Class D Shares 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 to FDI with respect to the Fund's Class D shares; and
WHEREAS, the Board of Directors of the Corporation has determined that
there is a reasonable likelihood that adoption of the Plan will benefit the Fund
and its shareholders.
NOW, THEREFORE, the Corporation on behalf of the Fund hereby adopts, and
FDI hereby 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 FDI 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
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Class D shares to compensate FDI and securities firms with which FDI enters into
related agreements pursuant to Paragraph 2 hereof ("Sub-Agreements") for
providing account maintenance activities with respect to Class D shareholders of
the Fund. Expenditures under the Plan may consist of payments to financial
consultants for maintaining accounts in connection with Class D shares of the
Fund 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 Corporation hereby authorizes FDI 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 of the type referred to in Paragraph 1 hereof. FDI may
reallocate all or a portion of its account maintenance fee to such Securities
Firms as compensation for the above-mentioned activities. Such Sub-Agreement
shall provide that the Securities Firms shall provide FDI with such information
as is reasonably necessary to permit FDI to comply with the reporting
requirements set forth in Paragraph 3 hereof.
3. FDI shall provide the Corporation 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 during such period.
4. 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 Board of
Directors of the Corporation and (b) those Directors of the Corporation who are
not "interested persons" of the Corporation, 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 by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class D
voting securities of the Fund.
7. The Plan may not be amended to increase materially the rate of
payments provided for in Paragraph 1 hereof unless such amendment is approved by
at least a majority, as defined in the Investment Company Act, of the
outstanding Class D voting securities of the Fund, and by the Directors of the
Corporation 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.
8. 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 Corporation shall be committed to the discretion of the Directors
who are not interested persons.
9. The Corporation 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
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of the Plan, or the agreements or such report, as the case may be, the first two
years in an easily accessible place.
IN WITNESS WHEREOF, the parties hereto have executed this Distribution
Plan as of the date first above written.
XXXXXXX XXXXX INVESTMENT MANAGERS FUNDS, INC.,
on behalf of its series, XXXXXXX
XXXXX ___________________ FUND
By:
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Name:
Title:
FAM DISTRIBUTORS, INC.
By:
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Name:
Title:
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