DELAFIELD FUND, INC.
Distribution and Service Plan Pursuant to Rule
12b-1 Under the Investment Company Act of 1940
The Distribution and Service Plan (the "Plan") is adopted by Delafield
Fund, Inc. (the "Fund") in accordance with the provisions of Rule 12b-1 under
the Investment Company Act of 1940 (the "Act").
The Plan
1. The Fund and Xxxxx & Xxxx Distributors, Inc. (the "Distributor"), have
entered into a Distribution Agreement, in a form satisfactory to the Fund's
Board of Directors, under which the Distributor will act as distributor of the
Fund's shares. Pursuant to the Distribution Agreement, the Distributor, as agent
of the Fund, will solicit orders for the purchase of the Fund's shares, provided
that any subscriptions and orders for the purchase of the Fund's shares will not
be binding on the Fund until accepted by the Fund as principal. In addition, the
Distribution Agreement provides that with respect to certain classes of stock of
the Fund, the Distributor will be paid a distribution fee for providing or
arranging for others to provide distribution assistance with respect to the
applicable class(es) of the Fund's shares and for advertising and promotional
materials and the cost thereof.
2. The Fund and the Distributor have entered into a Shareholder Servicing
Agreement (with respect to Class B and
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Class C shares of the Fund only) in a form satisfactory to the Fund's Board of
Directors, which provides that the Distributor will be paid a service fee for
providing or for arranging for others to provide all personal shareholder
servicing and related maintenance of shareholder account functions not performed
by us or our transfer agent.
3. The Manager may make payments from time to time from its own resources,
which may include the management fees and administrative services fees received
by the Manager from the Fund and from other companies, and past profits for the
following purposes:
(i) to pay the costs of, and to compensate others, including
organizations whose customers or clients are Fund shareholders
("Participating Organizations"), for performing personal shareholder
servicing and related maintenance of shareholder account functions on
behalf of the Class B and Class C shares of the Fund;
(ii) to compensate Participating Organizations for providing
assistance in distributing the Fund's Class B and Class C shares; and
(iii) to pay the cost of the preparation and printing of
brochures and other promotional materials, mailings to prospective
shareholders, advertising, and other promotional activities, including
salaries and/or commissions of sales personnel of the Distributor and
other persons, in
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connection with the distribution of the Fund's Class B and Class C
shares.
The Distributor may also make payments from time to time from its own resources,
which may include the service fee and past profits for the purpose enumerated in
(i) above and may use any distribution fees received with respect to any class
of shares of the Fund for the purposes mentioned in (ii) or (iii) above.
Further, the Distributor may determine the amount of such payments made pursuant
to the Plan, provided that such payments will not increase the amount which the
Fund is required to pay to (1) the Manager for any fiscal year under the
Investment Management Contract or the Administrative Services Agreement in
effect for that year or otherwise or (2) to the Distributor under the
Shareholder Servicing Agreement (with respect to Class B and Class C shares of
the Fund only) in effect for that year or otherwise. The Investment Management
Contract will also require the Manager to reimburse the Fund for any amounts by
which the Fund's annual operating expenses, including distribution expenses,
exceed in the aggregate in any fiscal year the limits prescribed by any state in
which the Fund's shares are qualified for sale.
4. The Fund will pay for (i) telecommunications expenses, including the
cost of dedicated lines and CRT terminals, incurred by the Distributor in
carrying out its obligations under the Shareholder Servicing Agreement (with
respect to Class B and Class C shares of the Fund only) and (ii)
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preparing, printing and delivering the Fund's prospectus to existing
shareholders of the Fund and preparing and printing subscription application
forms for shareholder accounts.
5. Payments by the Distributor or the Manager to Participating
Organizations as set forth herein are subject to compliance by them with the
terms of written agreements in a form satisfactory to the Fund's Board of
Directors to be entered into between the Distributor and the Participating
Organizations.
6. The Fund and the Distributor will prepare and furnish to the Fund's
Board of Directors, at least quarterly, written reports setting forth all
amounts expended for servicing and distribution purposes by the Fund, the
Distributor and the Manager, pursuant to the Plan and identifying the servicing
and distribution activities for which such expenditures were made.
7. The Plan became effective upon approval by (i) a majority of the
outstanding voting securities of the Fund (as defined in the Act), and (ii) a
majority of the Board of Directors of the Fund, including a majority of the
Directors who are not interested persons (as defined in the Act) of the Fund and
who have no direct or indirect financial interest in the operation of the Plan
or in any agreement entered into in connection with the Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the approval of
the Plan.
8. The Plan will remain in effect until ____________ unless earlier
terminated in accordance with its terms, and
thereafter may continue in effect for successive annual periods if approved each
year in the manner described in clause (ii) of paragraph 7 hereof.
9. The Plan may be amended at any time with the approval of the Board of
Directors of the Fund, provided that (i) any material amendments of the terms of
the Plan will be effective only upon approval as provided in clause (ii) of
paragraph 7 hereof, and (ii) any amendment which increases materially the amount
which may be spent by the Fund pursuant to the Plan will be effective only upon
the additional approval as provided in clause (i) of paragraph 7 hereof.
10. The Plan may be terminated without penalty at any time (i) by a vote of
the majority of the entire Board of Directors of the Fund, and by a vote of a
majority of the Directors of the Fund who are not interested persons (as defined
in the Act) of the Fund and who have no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan, or (ii) by a
vote of a majority of the outstanding voting securities of the Fund (as defined
in the Act).
