Exhibit 13(f)
CLASS C DISTRIBUTION PLAN
OF
MERCURYGROWTH OPPORTUNITY FUND
OF
THE ASSET PROGRAM, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ____ day of ___________, 2000, by and
between THE ASSET PROGRAM, a Maryland corporation (the "Program"), on behalf of
its series, MERCURY GROWTH OPPORTUNITY FUND (the "Fund"), and PRINCETON FUNDS
DISTRIBUTOR, INC., a Delaware corporation ("PFD").
W I T N E S S E T H :
--------------------
WHEREAS, the Program 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 Program (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, PFD 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 Program on behalf of the Fund proposes to enter into a Class C
Shares Distribution Agreement with PFD, pursuant to which PFD 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 $0.10 per share (the "Class C
shares"), of the Fund to the public; and
WHEREAS, the Program on behalf of the Fund desires to adopt this Class C
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 and a distribution fee to PFD with respect to the Fund's Class C
shares; and
WHEREAS, the Directors of the Program have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
shareholders.
NOW, THEREFORE, the Program on behalf of the Fund hereby adopts, and PFD
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 Program shall pay PFD 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 Class C shares to compensate PFD and securities firms with
which PFD 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 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 Program shall pay PFD 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 PFD and securities firms with
which PFD 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 of the Fund. Such expenditures
may consist of sales commissions to financial consultants for selling Class C
shares of the Fund, 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 Program hereby authorizes PFD to enter into Sub-Agreements with
certain securities firms ("Securities Firms") to provide compensation to such
Securities Firms for activities and services of the type referred to in
Paragraphs 1 and 2 hereof. PFD 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 PFD with such information as is
reasonably necessary to permit PFD to comply with the reporting requirements set
forth in Paragraph 4 hereof.
4. PFD shall provide the Program 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 Program and (b) those Directors of the Program who are not "interested
persons" of the Program, 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.
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.
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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 Program 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
Program shall be committed to the discretion of the Directors who are not
interested persons.
10. The Program 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 agreements or such
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 Distribution Plan
as of the date first above written.
THE ASSET PROGRAM, INC. on behalf of its series,
MERCURY GROWTH OPPORTUNITY FUND
By:______________________________
Name:
Title:
PRINCETON FUNDS DISTRIBUTOR, INC.
By:______________________________
Name:
Title:
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CLASS C SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the ____ day of _________, ____, by and between
PRINCETON FUNDS DISTRIBUTOR, INC., a Delaware corporation ("PFD"), and
__________________, a _____________ corporation ("Securities Firm").
W I T N E S S E T H :
--------------------
WHEREAS, PFD has entered into an agreement with THE ASSET PROGRAM, INC., a
Maryland corporation (the "Program"), on behalf of its series, MERCURY GROWTH
OPPORTUNITY FUND (the "Fund"), pursuant to which it acts as the exclusive
distributor for the sale of Class C shares of common stock, par value $0.10 per
share (the "Class C shares"), of the Fund; and
WHEREAS, PFD and the Program 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 PFD receives an
account maintenance fee from the Program at the annual rate of 0.25% of average
daily net assets of the Fund relating to Class C shares for account maintenance
activities related to the Class C shares of the Fund 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, PFD desires the Securities Firm to perform certain account
maintenance activities and sales and promotional activities and services for the
Fund's Class C shareholders and the Securities Firm is willing to perform such
activities and 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 of the Fund 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 activities and services performed under this
Agreement, PFD 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. The Securities Firm shall provide PFD, at least quarterly, such
information as reasonably requested by PFD to enable PFD 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 4 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 Program and (b) those
Directors of the Program who are not "interested persons" of the Program, 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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
PRINCETON FUNDS DISTRIBUTOR, INC.
By:______________________________
Name:
Title:
[NAME OF SECURITIES FIRM]
By:______________________________
Name:
Title:
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