XXXXXX INTERNATIONAL NEW OPPORTUNITIES FUND
CLASS C DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan
for the Class C shares of Putnam International New Opportunities Fund,
a Massachusetts business trust (the "Trust"), adopted pursuant to the
provisions of Rule 12b-1 under the Investment Company Act of 1940 (the
"Act") and the related agreement between the Trust and Xxxxxx Mutual
Funds Corp. ("PMF"). During the effective term of this Plan, the
Trust may incur expenses primarily intended to result in the sale of
its Class C shares upon the terms and conditions hereinafter set
forth:
Section 1. The Trust shall pay to PMF a monthly fee at the annual
rate of 1.00% of the average net asset value of the Class C shares of
the Trust, as determined at the close of each business day during the
month, to compensate PMF for services provided and expenses incurred
by it in connection with the offering of the Trust's Class C shares,
which may include, without limitation, the payment by PMF to
investment dealers of commissions on the sale of Class C shares, as
set forth in the then current Prospectus or Statement of Additional
Information of the Trust and the payment of a service fee of up to
0.25% of such net asset value for the purposes of maintaining or
improving services provided to shareholders by PMF and investment
dealers. Such fees shall be payable for each month within 15 days
after the close of such month. A majority of the Qualified Trustees,
as defined below, may, 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:
(a) it has been approved by a vote of a majority of the outstanding
Class C shares of the Fund, but only if the Plan is adopted after the
commencement of any public offering of the Fund's Class C shares or
the sale of the Fund's Class C shares to persons who are not
affiliated persons of the Fund, affiliated persons of such persons,
promoters of the Fund or affiliated persons of such promoters;
(b) it has been approved, together with any related agreements, 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 or such agreement; and
(c) the Trust has received the proceeds of the initial public offering
of its Class C shares.
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(b).
Section 4. PMF 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 the majority of the
outstanding Class C shares of the Trust.
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 outstanding Class C shares of the Trust, 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 Class C shares
of the Trust and all material amendments to this Plan shall be
approved in the manner provided for approval of this Plan in Section
2(b).
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
term "majority of the outstanding Class C shares of the Trust" means
the affirmative vote, at a duly called and held meeting of Class C
shareholders of the Trust, (i) of the holders of 67% or more of the
Class C shares of the Trust present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of
the outstanding Class C shares of the Trust entitled to vote at such
meeting are present in person or by proxy, or (ii) of the holders of
more than 50% of the outstanding Class C shares of the Trust entitled
to vote at such meeting, whichever is less, and (c) the terms
"assignment" and "interested person" 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.
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 Trust.
Executed as of January 8, 1999.
XXXXXX MUTUAL FUNDS CORP. XXXXXX INTERNATIONAL NEW
OPPORTUNITIES FUND
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
By: ----------------------- By: ------------------------
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
President Executive Vice President
