Exhibit o(1)
MULTIPLE CLASS PLAN
PURSUANT TO RULE 18f-3
FOR
SAMCO FUNDS, INC.
WHEREAS, SAMCO Funds, Inc. (the "Fund") engages in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act");
WHEREAS, the Fund desires to adopt a Multiple Class Plan pursuant to Rule
18f-3 under the Act (the "Plan") with respect to the Fund and each of its
Portfolios listed on Appendix A (the "Portfolios"); and
WHEREAS, the Fund employs Seix Investment Advisors Inc. (the "Adviser") as
its investment manager and adviser and the distributor of the securities of
which it is the issuer, ("the Distributor").
NOW, THEREFORE, the Fund hereby adopts the Plan, in accordance with Rule
18f-3 under the Act on the following terms and conditions:
1. Features of the Classes. The Fund's Portfolios issue shares of common
stock in two classes: "Class A Shares," and "Class B Shares." Shares of each
class of the Portfolios shall represent an equal pro rata interest in the
Portfolios and, generally, shall have identical voting, dividend, distribution,
liquidation, and other rights, preferences, powers, restrictions, limitations,
qualifications, and terms and conditions, except that: (a) each class shall have
a different designation; (b) each class of shares shall bear any Class Expenses,
as defined in Section 5 below; and (c) each class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely to its
distribution arrangements and each class shall have separate voting rights on
any matter submitted to shareholders in which the interests of one class differ
from the interests of any other class. In addition, Class A shares of the
Portfolios shall have the features described in Sections 3 and 4 below, and
Class B shares of the Portfolios shall have the features described in Sections
2, 3 and 4 below.
2. Distribution Plan. The Portfolios have each adopted a Services and
Distribution Plan (the "Plan") with respect to the Class B shares of the
Portfolios pursuant to Rule 12b-1 promulgated under the Securities Exchange Act
of 1934. The Plan authorizes the Portfolios to pay (i) a service fee to the
Distributor for service activities at an annual rate of 0.00% of the average net
asset value of the Class B shares, and (ii) a distribution fee to the
Distributor for distribution services at an annual rate of 0.25% of the average
net asset value of the Class B shares, or such lesser fee that the Board of
Directors of the Fund determines from time to time and further authorizes the
Distributor to make service payments and distribution assistance payments to
brokers, financial institutions and other financial intermediaries ("payee(s)")
in respect of Class B shareholder accounts for which a payee has performed
service activities and/or rendered distribution services. The Class A shares do
not participate in the Plan.
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As used herein, the term "service activities" shall mean activities in
connection with the provision of personal, continuing services to investors in
the Portfolio, including, but not limited to, answering customer inquiries
regarding account matters, assisting in designating and changing various account
options, aggregating and processing purchase and redemption orders and
transmitting and receiving funds for shareholder orders, transmitting on behalf
of the Fund proxy statements, prospectuses and shareholder reports to
shareholders and tabulating proxies, processing dividend payments and providing
subaccounting services for Portfolio shares held beneficially, and providing
such other services as the Fund or a shareholder may request; provided, however,
that if the National Association of Securities Dealers Inc. ("NASD") adopts a
definition of "service fee" for purposes of Section 2830 of the Rules of Conduct
of the NASD that differs from the definition of "service activities" hereunder,
or if the NASD adopts a related definition intended to define the same concept,
the definition of "service activities" in this Paragraph shall be automatically
amended, without further action of the Board of Directors, to conform to such
NASD definition. Overhead and other expenses of Distributor related to its
"service activities," including telephone and other communications expenses, may
be included in the information regarding amounts expended for such activities.
As used herein, the term "distribution services" shall include services
rendered by the Distributor as the distributor of the Class B shares in
connection with any activities or expenses primarily intended to result in the
sale of Class B shares, including, but not limited to, compensation to
registered representatives or other employees of the Distributor or to other
broker-dealers that have entered into an Authorized Dealer Agreement with the
Distributor, compensation to and expenses of employees of the Distributor who
engage in or support distribution of the Portfolios' shares; telephone expenses;
interest expenses; printing of prospectuses and reports for other than existing
shareholders; preparation, printing and distribution of sales literature and
advertising materials; and profit and overhead on the foregoing.
3. Allocation of Income and Expenses. (a) The gross income of the
Portfolios shall, generally, be allocated to each class on the basis of net
assets. To the extent practicable, certain expenses (other than Class Expenses
as defined below which shall be allocated more specifically) shall be subtracted
from the gross income on the basis of the net assets of each class of the
Portfolios. These expenses include:
(1) Expenses incurred by the Fund (for example, fees of Directors,
auditors and legal counsel) not attributable to a particular portfolio of
the Fund ("Fund Level Expenses"); and
(2) Expenses incurred by the Portfolios not attributable to any
particular class of the Portfolios' shares (for example, advisory fees,
custodial fees, or other expenses relating to the management of the
Portfolios' assets) ("Portfolio Expenses").
(b) Expenses attributable to a particular class ("Class Expenses") shall
be limited to: (i) payments made pursuant to a distribution plan and/or a
service plan; (ii) transfer agent fees attributable to a specific class; (iii)
printing and postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxies to current shareholders of
a specific class; (iv) Blue Sky registration fees incurred by a class; (v) SEC
registration fees incurred by a class; (vi) the expense of administrative
personnel and services to support the shareholders of a specific class; (vii)
litigation or other legal expenses relating solely to one class; and (viii)
directors' fees incurred as a result of issues relating to one class. Expenses
in category (i) above must be allocated to the class for which such expenses are
incurred. All other "Class Expenses" listed in categories (ii)-(viii) above may
be allocated to a class but only if the President and Treasurer have determined,
subject to Board approval or ratification, which of such categories of expenses
will be treated as Class Expenses consistent with applicable legal principles
under the Act and the Internal Revenue Code of 1986, as amended.
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Therefore, expenses of the Portfolios shall be apportioned to each class
of shares depending on the nature of the expense item. Fund Level Expenses and
Portfolio Expenses will be allocated among the classes of shares based on their
relative net asset values. Approved Class Expenses shall be allocated to the
particular class to which they are attributable. In addition, certain expenses
may be allocated differently if their method of imposition changes. Thus, if a
Class Expense can no longer be attributed to a class, it shall be charged to the
Portfolio for allocation among classes, as determined by the Board of Directors.
Any additional Class Expenses not specifically identified above which are
subsequently identified and determined to be properly allocated to one class of
shares shall not be so allocated until approved by the Board of Directors of the
Company in light of the requirements of the Act and the Internal Revenue Code of
1986, as amended.
5. Exchange Privileges. There shall be no exchange privileges associated
with either of the classes of shares of the Portfolios.
6. Conversion Features. There shall be no conversion features associated
with either of the classes of shares of the Portfolios.
7. Quarterly and Annual Reports. The Directors shall receive quarterly and
annual statements concerning all allocated Class Expenses and distribution and
servicing expenditures complying with paragraph (b)(3)(ii) of Rule 12b-1, as it
may be amended from time to time. In the statements, only expenditures properly
attributable to the sale or servicing of a particular class of shares will be
used to justify any distribution or servicing fee or other expenses charged to
that class. Expenditures not related to the sale or servicing of a particular
class shall not be presented to the Directors to justify any fee attributable to
that class. The statements, including the allocations upon which they are based,
shall be subject to the review and approval of the independent Directors in the
exercise of their fiduciary duties.
8. Waiver or Reimbursement of Expenses. Expenses may be waived or
reimbursed by any adviser to the Portfolios or any other provider of services to
the Portfolios without the prior approval of the Fund's Board of Directors.
9. Effectiveness of Plan. The Plan shall not take effect until it has been
approved by votes of a majority of both (a) the Directors of the Fund and (b)
those Directors of the Fund who are not "interested persons" of the Fund (as
defined in the Act) and who have no direct or indirect financial interest in the
operation of this Plan, cast in person at a meeting (or meetings) called for the
purpose of voting on this Plan.
10. Material Modifications. This Plan may not be amended to modify
materially its terms unless such amendment is approved in the manner provided
for initial approval in Paragraph 9 hereof.
Adopted: June 1999
Amended: December 14, 2000
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Appendix A
SAMCO Aggregate Fixed Income Fund
SAMCO Intermediate Fixed Income Fund
SAMCO High Yield Fund
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