Exhibit 13(a)
CLASS B DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the date set forth on Schedule A attached
hereto, by and between the Trust named on Schedule A, a Delaware business trust
(the "Trust"), on behalf of each of its series listed on Schedule A, as such
Schedule may be amended from time to time (each a "Fund," and collectively, the
"Funds"), and the distributor, a Delaware corporation, named on Schedule A (the
"Distributor").
W I T N E S S E T H:
WHEREAS, the Trust intends to engage 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 Trustees of the Trust (the "Trustees") are authorized to
establish separate series relating to separate portfolios of securities, each of
which may offer separate classes of shares, and
WHEREAS, the Trustees have established each Fund as a series of the Trust;
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
financial intermediaries, including, without limitation, brokers, dealers,
retirement plans, financial consultants, registered investment advisers and
mutual fund supermarkets ("financial intermediaries"); and
WHEREAS, the Trust on behalf of the Funds proposes to enter into a
Distribution Agreement with the Distributor, pursuant to which the Distributor
will act as the exclusive distributor and representative of each Fund in the
offer and sale of shares of each Fund, including the Class B Shares (the "Class
B Shares") to the public; and
WHEREAS, the Trust on behalf of each Fund desires to adopt this Class B
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act pursuant to which each Fund will pay an account maintenance fee and
a distribution fee to the Distributor with respect to the Fund's Class B Shares;
and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan will benefit each Fund and its
Class B shareholders.
NOW, THEREFORE, the Trust on behalf of each Fund hereby adopts, and the
Distributor xxxxxx 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 Trust shall pay the Distributor with respect to the Class B Shares
of each Fund 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
the Class B Shares to compensate the Distributor for providing, or arranging for
the provision of, account maintenance activities with
respect to Class B shareholders of the Fund. Expenditures under the Plan may
consist of payments to financial intermediaries for maintaining accounts in
connection with Class B Shares and payment of expenses incurred in connection
with such account maintenance activities including the costs of making services
available to shareholders including assistance in connection with inquiries
related to shareholder accounts.
2. The Trust shall pay the Distributor with respect to the Class B Shares
of each Fund a distribution fee under the Plan at the end of each month at the
annual rate of 0.75% of average daily net assets of the Fund relating to the
Class B Shares of the Fund to compensate the Distributor for providing, or
arranging for the provision of, sales and promotional activities and services.
Such activities and services will relate to the sale, promotion and marketing of
the Class B Shares of each Fund. Such expenditures may consist of sales
commissions to financial intermediaries for selling Class B Shares,
compensation, sales incentives and payments to sales and marketing personnel,
and the payment of expenses incurred in its sales and promotional activities,
including advertising expenditures related to the Fund and the costs of
preparing and distributing promotional materials. The distribution fee may also
be used to pay the financing costs of carrying the unreimbursed expenditures
described in this Paragraph 2. Payment of the distribution fee described in this
Paragraph 2 shall be subject to any limitations set forth in any applicable
regulation of the National Association of Securities Dealers, Inc.
3. The Distributor shall provide the Trust for review by the Board of
Trustees, and the Trustees shall review at least quarterly, a written report
complying with the requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee and distribution fee during such period.
4. This Plan shall not take effect with respect to a Fund until it has
been approved by votes of a majority of both (a) the Trustees of the Trust and
(b) those Trustees of the Trust who are not "interested persons" of the Trust,
as defined in the Investment Company Act, and have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Trustees"), cast in person at a meeting or meetings called for
the purpose of voting on the Plan.
5. The Plan shall continue in effect with respect to a Fund for so long as
such continuance is specifically approved at least annually in the manner
provided for approval of the Plan in Paragraph 4.
6. The Plan may be terminated at any time with respect to any Fund by vote
of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the
outstanding Class B voting securities of the applicable Fund.
7. The Plan may not be amended to increase materially the rate of payments
provided for in Paragraph 1 and Paragraph 2 hereof with respect to any Fund
unless such amendment is approved by at least a majority, as defined in the
Investment Company Act, of the outstanding Class B voting securities of the
applicable Fund, and by the Trustees of the Trust in the manner provided for in
Paragraph 4 hereof, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal in Paragraph 4
hereof.
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8. While the Plan is in effect with respect to any Fund, the selection and
nomination of Trustees who are not interested persons, as defined in the
Investment Company Act, of the Trust shall be committed to the discretion of the
Trustees who are not interested persons.
9. The Trust shall preserve copies of the Plan and any related agreements
and all reports made pursuant to Paragraph 3 hereof, for a period of not less
than six years from the date of the Plan, or the date of such agreement or
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.
XXXXXXX XXXXX PRINCIPAL PROTECTED TRUST,
on behalf of each of its series listed on
Exhibit A
By_______________________________________
Name:
Title:
FAM DISTRIBUTORS, INC.
By_______________________________________
Name:
Title:
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Schedule A
Trust: Xxxxxxx Xxxxx Principal Protected Trust
Date: ________ __, 2002
Funds: Xxxxxxx Xxxxx Fundamental Growth Principal Protected Fund
Xxxxxxx Xxxxx Basic Value Principal Protected Fund
Distributor: FAM Distributors, Inc.
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