DISTRIBUTION PLAN AND AGREEMENT
ADVISOR SHARES
This Plan and Agreement (the "Plan") constitutes the Distribution Plan of
[Name of Fund] (the "Fund"), a series of shares of beneficial interest of
Xxxxxxxx Series Trust (the "Trust"), adopted in respect of the Fund's Advisor
Shares pursuant to the provisions of Rule 12b-1 under the Investment Company Act
of 1940, as amended (the "Act"), and the Distributor's Contract between the
Trust and Xxxxxxxx Fund Advisors Inc. ("Xxxxxxxx Fund Advisors"), the principal
underwriter of the Trust's shares. During the effective term of this Plan, the
Fund may make payments to Xxxxxxxx Fund Advisors upon the terms and conditions
hereinafter set forth:
Section 1. The Fund may make payments to Xxxxxxxx Fund Advisors, in the
form of fees or reimbursements, to compensate Xxxxxxxx Fund Advisors for
services provided and expenses incurred by it for purposes of promoting the sale
of Advisor Shares of the Fund, reducing redemptions of Advisor Shares, or
maintaining or improving services provided to shareholders by Xxxxxxxx Fund
Advisors and financial institutions, including without limitation investment
dealers. The amount of such payments and the purposes for which they are made
shall be determined by the Qualified Trustees. Payments under this Plan shall
not exceed in any fiscal year the annual rate of 0.50% of the average net asset
value of the Fund attributable to its Advisor Shares, as determined at the close
of each business day during the year. A majority of the Qualified Trustees (as
defined below) may, at any time and from time to time, reduce the amount of such
payments, or may suspend the operation of the Plan for such period or periods of
time as they may determine.
Section 2. This Plan shall not take effect until it has been approved by
votes of the majority (or whatever greater percentage may, from time to time, be
required by Section 12(b) of the Act or the rules and regulations thereunder) of
both (i) the Trustees of the Trust, and (ii) the Qualified Trustees of the
Trust, cast in person at a meeting called for the purpose of voting on this
Plan.
Section 3. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 2.
Section 4. Xxxxxxxx Fund Advisors shall provide to the Trustees of the
Trust, and the Trustees shall review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a majority of
the Qualified Trustees, or by vote of a majority of the Fund's outstanding
voting securities.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
(a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by vote
of a majority of the Fund's outstanding voting securities, on not more than
60 days' written notice to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event of
its assignment.
Section 7. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 1 hereof without the
approval of a majority of the outstanding voting securities of the Fund, and all
material amendments to this Plan shall be approved in the manner provided for
approval of this Plan in Section 2.
Section 8. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment", "interested
person", and "vote of a majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission; provided, however, that any references to the Fund's voting
securities shall be deemed to include only references to the Fund's Advisor
Shares, except to the extent otherwise required by law.
Section 9. A copy of the Agreement and Declaration of Trust of the Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees,
officers, or shareholders individually but are binding only upon the assets and
property of the Fund.
Executed as of [date].
XXXXXXXX FUND ADVISORS INC. XXXXXXXX SERIES TRUST
on behalf of
[Name of Fund]
By: ___________________________ By: ________________________
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