EXHIBIT 23M-
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
Adopted August __, 2000
RECITALS
1. GEMINI FUNDS, INC., a corporation organized under the laws of the State
of Maryland (the "Company") is engaged 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").
2. The Company operates as a "series company" within the meaning of Rule
18f-2 under the Act and is authorized to issue shares of beneficial interest in
various series (collectively the "Funds"). The Company, by virtue of such
arrangement, may be deemed to act as a distributor of its shares as provided in
Rule 12b-1 under the Act and desires to adopt a Plan pursuant to such Rule (the
"Plan").
3. Funds of the Company may utilize Fund assets to pay for sales or
promotional services or activities that have been or will be provided in
connection with distribution of shares of the Funds if such payments are made
pursuant to a Plan adopted and continued in accordance with Rule 12b-1 under the
Act. The Company currently offers the following series ("Funds"):
The Gemini Global Internet Fund (the "Fund")
4. The Company is further authorized to issue various Classes of shares
within each series. The Company has authorized the classification of the
following Classes of shares for each Fund of the Company:
o Class A shares, with a front-end sales load;
o Class B shares, with a back-end contingent deferred sales charge;
o Class C shares, with no sales charges but an additional ongoing
distribution fee; and
o No-Load shares, with no sales charges.
5. The Directors as a whole, and the Directors who are not interested
persons of the Company (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan and any agreements
relating to it (the "Qualified Directors"), having determined, in the exercise
of reasonable business judgment and in light of their fiduciary duties under
state law and under Section 36(a) and (b) of the Act, that there is a reasonable
likelihood that this Plan will benefit the Fund(s) and their shareholders, and
have approved the Plan by votes cast in person at a meeting called for the
purpose of voting on this Plan and agreements related thereto.
6. The shareholder(s) of each Class of Shares affected by this Plan have
approved the Plan.
PLAN PROVISIONS
SECTION 1. EXPENDITURES
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(a) PURPOSES. Each Fund's assets may be utilized to pay for promotional
services related to the distribution of Fund shares, including personal services
provided to prospective and existing Fund shareholders, which include the costs
of: printing and distribution of prospectuses and promotional materials; making
slides and charts for presentations; assisting shareholders and prospective
investors in understanding and dealing with the Fund; and travel and
out-of-pocket expenses (e.g. copy and long distance telephone charges) related
thereto.
(b) AMOUNTS. Each Fund will pay to Gemini Management & Research, LLC (the
"Adviser"), or others at the direction of the Adviser, a monthly servicing fee
at an annual rate of 0.25% of each Fund's net assets, on Class A, Class B, and
Class C shares, and a monthly distribution fee of 0.75% on Class B and Class C
shares, such fees to be computed daily based on the daily average net assets of
each Fund. The Adviser shall utilize such fees to pay for sales and promotional
services related to the distribution of Fund shares, including personal services
provided to prospective and existing Fund shareholders.
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SECTION 2. TERM AND TERMINATION
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(a) INITIAL TERM. This Plan shall become effective on August __, 2000 and
shall continue in effect for a period of one year thereafter unless terminated
or otherwise continued or discontinued as provided in this Plan.
(b) CONTINUATION OF THE PLAN. The Plan and any related agreements shall
continue in effect for periods of one year thereafter for so long as such
continuance is specifically approved at least annually by votes of a majority of
both (a) the Directors of the Company and (b) the Qualified Directors, cast in
person at a meeting called for the purpose of voting on this Plan and such
related agreements.
(c) TERMINATION OF THE PLAN. This Plan may be terminated as to any Class of
shares at any time by vote of a majority of the Qualified Directors, or by vote
of a majority of the outstanding voting securities of Class of shares of the
Fund affected thereby.
SECTION 3. AMENDMENTS
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This Plan may not be amended to increase materially the amount of
distribution expenditures provided for in Section 1 hereof unless such amendment
is approved by a vote of the majority of the outstanding voting securities of
the Share Class of the Fund affected thereby, and no material amendment to the
Plan shall be made unless approved in the manner provided for annual renewal in
Section 2(b) hereof.
SECTION 4. INDEPENDENT DIRECTORS
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While this Plan is in effect with respect to the Funds, the selection and
nomination of Directors who are not interested persons of the Company (as
defined in the Act) shall be committed to the discretion of the Directors who
are not interested persons.
SECTION 5. QUARTERLY REPORTS
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The Treasurer of the Company shall provide to the Directors and the
Directors shall review, at least quarterly, a written report of the amounts
accrued and the amounts expended under this Plan for distribution, along with
the purposes for which such expenditures were made.
SECTION 6. RECORD KEEPING
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The Company shall preserve copies of this Plan and any related agreements
and all reports made pursuant to Section 5 hereof, for a period of not less than
six years from the date of this Plan, the agreements or such report, as the case
may be, the first two years in an easily accessible place.
SECTION 7. AGREEMENTS RELATED TO THIS PLAN
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Agreements with persons providing distribution services to be paid for or
reimbursed under this Plan shall provide that:
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(a) the agreement will continue in effect for a period of one year and will
continue thereafter only if specifically approved by vote of a majority of
the Directors of the Company;
(b) the agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of (i) the Qualified Directors or (ii) the
outstanding voting securities of the Fund, on not more than sixty (60)
days' written notice to any other party to the agreement;
(c) the agreement will terminate automatically in the event of an
assignment; and
(d) in the event the agreement is terminated or otherwise discontinued, no
further payments will be made by the Fund after the effective date of such
action.
This Plan was adopted by affirmative vote of the Board of Directors of the
Company, including the affirmative vote of a majority of the "disinterested"
directors, at a meeting held on _______________, 2000.
