<PAGE>
ORBITEX GROUP OF FUNDS
AMENDED RULE 18f-3 PLAN FOR MULTIPLE CLASSES OF SHARES
MARCH 16, 2000
As Amended
AUGUST 1, 2000
WHEREAS, The Orbitex Group of Funds (the "Trust") is a Delaware business trust,
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), with the Securities and Exchange Commission (the "SEC") as an open-end
management investment company;
WHEREAS, pursuant to the terms of the Trust's Declaration of Trust, as well as
the 1940 Act and the rules and regulations thereunder, the Board of Trustees of
the Trust (the "Board") has authority to approve and authorize the issuance of,
and has approved and authorized the issuance each class of shares of beneficial
interest ("Shares") of each the series of the Trust (individually a "Fund" and
collectively the "Funds") and each class of Shares (individually a "Class" and
collectively the "Classes") listed in Appendix A, as may be amended.
WHEREAS, the Trust wishes to adopt this Plan for Multiple Classes of Shares (the
"Multi-Class Plan"), which is a plan as contemplated by Rule 18f-3 of the 1940
Act; and
WHEREAS, at a meeting held on May 5, 2000, the Board, including a majority of
the Trustees who are not interested persons of the Trust (as defined in section
2 (a)(19) of the 1940 Act) (the "Independent Trustees"), approved and adopted
this Revised Multi-Class Plan and determined that this Multi-Class Plan is: (a)
in the best interest of the holders of Class A Shares of each Fund issuing those
shares; (b) in the best interest of the holders of Class B Shares of each Fund
issuing those shares; (c) in the best interest of the holders of Class C Shares
of each Fund issuing those shares; (d) in the best interest of the holders of
Class D Shares of Orbitex Focus 30 Fund; (e) in the best interest of the holders
of Class N Shares of each Fund issuing those shares; (f) in the best interest of
the holders of Institutional Class of the Orbitex Cash Reserves Fund; (g) in the
best interest of the holders of the Investor Class of the Orbitex Cash Reserves
Fund Shares; and (h) in the best interests of the Trust as a whole;
NOW THEREFORE, this Multi-Class Plan, as amended from time to time, shall remain
in effect until such time as the Board terminates this Multi-Class Plan.
SECTION 1. CLASS DISTRIBUTION AND SHAREHOLDER SERVICES FEES
Class A Shares are principally offered by the distributor of the Shares (the
"Distributor") to individuals at net asset value plus any applicable sales
charge. The maximum sales charge for each Fund is 5.75% of the public offering
price. These charges may be reduced for investors who invest more than $50,000.
The sales charge will also be waived in certain circumstances including for
purchases of $1 million or more. However, the trust will apply a contingent
deferred sales charge of 1% to certain redemptions made within the first year
after investing with respect to shares purchased at net asset value without a
sales charge. Class A Shares are also subject to a distribution fee (as provided
for by the Distribution Plan and Agreement Pursuant to 12b-1 under the
Investment Company Act of 1940) of .40% of the average daily net assets of the
Fund. The minimum initial investment for Class A Shares is $2,500 ($2,000 for
individual retirement accounts).
Class B Shares are offered at their net asset value per share, without any
initial sales charge. However, there is a contingent deferred sales charge on
shares which are sold within six years of their purchase. There will be no
contingent deferred sales charge on shares acquired through reinvestment of
dividends. The contingent deferred sales charge will be based on the original
purchase cost or the current market value of the shares being sold, whichever is
less. The contingent deferred sales charges are as follows:
<PAGE>
--------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES
YEARS AFTER PURCHASE CHARGE ON SHARES BEING SOLD
--------------------------------------------------------------------------------
1st Year 5.00%
--------------------------------------------------------------------------------
2nd Year 4.00%
--------------------------------------------------------------------------------
3rd Year 3.00%
--------------------------------------------------------------------------------
4th Year 3.00%
--------------------------------------------------------------------------------
5th Year 2.00%
--------------------------------------------------------------------------------
6th Year 1.00%
--------------------------------------------------------------------------------
7th Year None
--------------------------------------------------------------------------------
8th Year None
--------------------------------------------------------------------------------
After 8th Year None
--------------------------------------------------------------------------------
Class B Shares sold before May 1, 2000 will automatically be converted to Class
A Shares after six years. Class B Shares sold on or after May 1, 2000 will
automatically be converted to Class A Shares after eight years. Class B Shares
are also subject to a distribution fee and an account maintenance fee (as
provided for by the Class B Distribution Plan and Agreement Pursuant to 12b-1
under the Investment Company Act of 1940) of 0.75% and 0.25% respectively, of
the average daily net assets of the Fund. The minimum initial investment for
Class B Shares is $2,500 ($2,000 for individual retirement accounts).
Class C Shares are offered at their net asset value per share, without any
initial sales charge. However, there is a contingent deferred sales charge of 1%
on shares which are sold within eighteen months of their purchase. There will be
no contingent deferred sales charge on shares acquired through reinvestment of
dividends. The contingent deferred sales charge will be based on the original
purchase cost or the current market value of the shares being sold, whichever is
less.
Class C Shares are also subject to a distribution fee and an account maintenance
fee (as provided for by the Class C Distribution Plan and Agreement Pursuant to
12b-1 under the Investment Company Act of 1940) of 0.75% and 0.25% respectively,
of the average daily net assets of the Fund. The minimum initial investment for
Class C Shares is $2,500 ($2,000 for individual retirement accounts).
Class D Shares are only available to shareholders who held shares of ASM Index
30 Fund on the date such fund was reorganized as the Orbitex Focus 30 Fund, to
employees of Orbitex Financial Services Group, Inc. or its affiliates (and
certain related accounts) and to certain institutional investors. The minimum
subsequent investments in Class D Shares of the Orbitex Focus 30 Fund by
individual investors is $100. Class D Shares are offered at their net asset
value per share without any initial sales charge and are not subject to any
asset-based distribution or account maintenance fee.
Class N Shares are only available to shareholders of the ORBITEX Amerigo Fund
and the ORBITEX Clermont Fund. Class N Shares are offered at their net asset
value per share without any initial sales charge and are not subject to any
asset-based distribution or account maintenance fee.
Institutional Class Shares of the ORBITEX Cash Reserves Fund are offered to
qualified institutions and certain fee-based investment and financial advisors
at net asset value and are not subject to any asset-based distribution or
account maintenance fee. Investors in the Institutional Class Shares will be
required to make a minimum investment of one million dollars ($1,000,000).
Investor Class Shares of the ORBITEX Cash Reserves Fund are subject to a non
12b-1 shareholder servicing fee of 0.25% of the average daily net assets of the
Fund payable to the Distributor for the provision of certain services. The
Investor Class Shares are offered at their net asset value per share without any
initial sales charge and are not subject to any asset-based distribution or
account maintenance fee. Investors in the Investor Class Shares will be required
to make a minimum investment of two thousand five hundred dollars ($2,500).
Notwithstanding the foregoing, the aggregate amounts of any asset-based
distribution and/or account maintenance fee paid by the Trust shall not exceed
such amount as is permitted under Rule 2830 of the Conduct Rules of the
-2-
<PAGE>
National Association of Securities dealers, Inc. (the "NASD"), as amended from
time to time, and any other rules or regulations promulgated by the NASD or the
SEC applicable to mutual fund distribution and service fees.
SECTION 2. ALLOCATION OF CLASS EXPENSES
Class A, Class B, Class C, Class D, Class N, Institutional Class and Investor
Class Shares of a Fund, if applicable, represent an interest in the same
portfolio of securities of the Trust and have no exchange privileges or
conversion features except as noted above. Each class of shares shall have the
same rights, preferences, voting powers, restrictions and limitations, except as
follows:
(a) expenses related to the distribution of a class of shares or to the
services provided to shareholders of a class of shares shall be borne
solely by such class;
(b) each class will bear different Class Expenses (as defined below);
(c) each class will have exclusive voting rights with respect to matters
that exclusively affect such class and separate voting rights on any
matter submitted to shareholders in which the interests of one class
differ from the interests of any other class; and
(d) each class will bear a different name or designation.
The Board, acting in its sole discretion, has determined that the
following expenses attributable to the shares of a particular class
("Class Expenses") will be borne solely by the class to which they
are attributable:
(1) asset-based distribution, account maintenance and shareholder
service fees, and
(2) extraordinary non-recurring expenses including litigation and other
legal expenses relating to a particular class.
Investment advisory fees, custodial fees, and other expenses relating to
the management of a Fund's assets shall not be allocated on a class-
specific basis.
SECTION 3. ALLOCATION OF FUND INCOME AND EXPENSES
Income, realized and unrealized capital gains and losses, and expenses that are
not allocated to a specific class pursuant to Section 2 above, shall be
allocated to each class of a Fund on the basis of the net asset value of that
class in relation to the net asset value of the Fund.
SECTION 4. EXPENSE WAIVERS OR REIMBURSEMENTS
All expense waivers or reimbursements will be in compliance with Rule 18f-3
issued under the 1940 Act.
SECTION 5. AMENDMENTS
This Multi-Class Plan may not be amended to change any material provision unless
such amendment is approved by a vote of the majority of the Board, including a
majority of the Trustees who are not interested persons of the Trust, based on
its finding that the amendment is in the best interest of each class
individually and the Trust as a whole.
IN WITNESS WHEREOF, the Trust has executed this Multi-Class Plan on the
day and year set forth below.
ORBITEX GROUP OF FUNDS
By:
-3-
<PAGE>
Title:
Attest:
-4-
<PAGE>
ORBITEX GROUP OF FUNDS
(RULE 18F-3) PLAN FOR MULTIPLE CLASSES OF SHARES
APPENDIX A:
FUNDS AND CLASSES
as of August 1, 2000
FUND CLASS
---- -----
Orbitex Info-Tech & Communications Fund Class A
Class B
Class C
Orbitex Internet Fund Class A
Class B
Class C
Orbitex Emerging Technology Fund Class A
Class B
Class C
Orbitex Strategic Infrastructure Fund Class A
Class B
Class C
Orbitex Health & Biotechnology Fund Class A
Class B
Class C
Orbitex Energy & Basic Materials Fund Class A
Class B
Class C
Orbitex Financial Services Fund Class A
Class B
Class C
Orbitex Focus 30 Fund Class A
Class B
Class D
Orbitex Growth Fund Class A
Class B
Class C
Orbitex Amerigo Fund Class A
Class C
Class N
Orbitex Clermont Fund Class A
Class C
Class N
Orbitex Cash Reserves Fund Institutional
Ivestor
Class B
Class C
A-1
