EXHIBIT (m)(10)
CLASS A DISTRIBUTION PLAN
OF
▇▇▇▇▇ MID-CAP GROWTH FUND
(A SERIES OF ▇▇▇▇▇ FUNDS, INC.)
PURSUANT TO RULE 12b-1
THIS DISTRIBUTION PLAN is executed as of the 28th day of April, 2000 by
and between ▇▇▇▇▇ Funds, Inc., a Minnesota corporation (the "Company"), for and
on behalf of ▇▇▇▇▇ Mid-Cap Growth Fund (the "Fund"), a separately managed series
of the Company, and U.S. Growth Investments, Inc., a Minnesota corporation (the
"Distributor").
W I T N E S S E T H:
WHEREAS, the Company is engaged 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 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 Company proposes to enter into a 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 A shares of common stock, par value $.01 per share (the "Class A shares"),
of the Fund to the public; and
WHEREAS, the Fund desires to adopt this Class A 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 the Distributor with
respect to the Fund's Class A shares; and
WHEREAS, the Directors of the Company have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class A shareholders.
NOW, THEREFORE, the Company, for and on behalf of the Fund, hereby
adopts, and the Distributor ▇▇▇▇▇▇ 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 Fund shall pay Distributor 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 A shares to compensate the Distributor and
securities firms with which the Distributor enters into related agreements
pursuant to paragraph 3 hereof ("Sub-Agreements") for account maintenance
activities with respect to Class A shareholders of the Fund.
2. Payments made pursuant to the Plan will be imposed directly against
the assets of the Fund relating to the Class A shares.
3. The Fund hereby authorizes the Distributor 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 paragraph 1 hereof. The Distributor may reallocate all or a
portion of its account maintenance fee to such Securities Firms as compensation
for the above-mentioned activities
and services. Such Sub-Agreements 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 during such period.
5. The 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 Company and (b) those Directors of the Company who are not "interested
persons" of the Company, as defined in the Investment Company Act, and have no
direct or indirect financial interest in the operation of the 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 A voting
securities of the Fund.
8. The Plan may not be amended to increase materially the rate of
payments by the Fund provided for herein unless such amendment is approved by at
least a majority, as defined in the Investment Company Act, of the outstanding
Class A voting securities of the Fund, and by the Directors of the Company 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 Company 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 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 Plan as of
the date first above written.
▇▇▇▇▇ FUNDS, INC.
By:
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Title:
U.S. GROWTH INVESTMENTS, INC.
By:
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Title:
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