Exhibit 13(C)
AMENDED AND RESTATED CLASS D DISTRIBUTION PLAN
PURSUANT TO RULE 12B-1
DISTRIBUTION PLAN made as of the date set forth on Schedule A
attached hereto, by and between the Corporation named on Schedule A, a Maryland
corporation (the "Corporation"), on behalf of each of its series listed on
Schedule A, as such Schedule may be amended from time to time (each a "Fund,"
and collectively, the "Funds"), and the distributor, a Delaware corporation,
named on Schedule A (the "Distributor").
W I T N E S S E T H:
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 Directors of the Corporation (the "Directors") are
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares, and
WHEREAS, the Directors have established each Fund as a series of the
Corporation;
WHEREAS, the Distributor is a securities firm engaged in the
business of selling shares of investment companies either directly to purchasers
or through financial intermediaries, including, without limitation, brokers,
dealers, retirement plans, financial consultants, registered investment advisers
and mutual fund supermarkets ("financial intermediaries"); and
WHEREAS, the Corporation on behalf of the Funds proposes to enter
into a Distribution Agreement with the Distributor, pursuant to which the
Distributor will act as the exclusive distributor and representative of each
Fund in the offer and sale of shares of common stock of each Fund, including the
Class D shares (the "Class D Shares") of each Fund, to the public; and
WHEREAS, the Corporation on behalf of each Fund desires to adopt
this Class D Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act pursuant to which each Fund will pay an account
maintenance fee and a distribution fee to the Distributor with respect to the
Fund's Class D Shares; and
WHEREAS, the Directors of the Corporation have determined that there
is a reasonable likelihood that adoption of the Plan will benefit each Fund and
its Class D shareholders.
NOW, THEREFORE, the Corporation on behalf of each Fund hereby
adopts, and the Distributor 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 the Distributor with respect to the
Class D Shares of each Fund 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 D Shares to compensate the Distributor for providing,
or arranging for the provision of, account maintenance activities with respect
to Class D shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial intermediaries for maintaining accounts in connection with
Class D 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 Corporation shall pay the Distributor with respect to Class D
Shares of each Fund 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 D Shares of the Fund to compensate the Distributor for providing, or
arranging for the provision of, sales and promotional activities and services.
Such activities and services will relate to the sale, promotion and marketing of
the Class D Shares of each Fund. Such expenditures may consist of sales
commissions to financial intermediaries for selling Class D 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 Distributor 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 and distribution fee during such period.
4. This Plan shall not take effect with respect to a Fund until it
has been approved by votes of a majority of both (a) the 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.
5. The Plan shall continue in effect with respect to a Fund 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 with respect to any Fund
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 applicable Fund.
7. The Plan may not be amended to increase materially the rate of
payments provided for in Paragraph 1 hereof with respect to any Fund unless such
amendment is approved
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by at least a majority, as defined in the Investment Company Act, of the
outstanding Class D voting securities of the applicable 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 with respect to any Fund, 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 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 STRATEGY SERIES, INC.,
on behalf of each of its series listed on Exhibit A
By __________________________________
Title:
FAM DISTRIBUTORS, INC.
By __________________________________
Title:
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SCHEDULE A
CORPORATION: Xxxxxxx Xxxxx Strategy Series, Inc.
DATE: March __, 2002
FUNDS: Xxxxxxx Xxxxx Strategy Growth and Income Fund
Xxxxxxx Xxxxx Strategy Long-Term Growth Fund
Xxxxxxx Xxxxx Strategy All-Equity Fund
DISTRIBUTOR: FAM Distributors, Inc.
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