XXXXXX RESEARCH FUND
CLASS C DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan for the
Class C shares of Xxxxxx Research 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.
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 Prospect
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 entitled to vote
at such meeting are 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 RESEARCH FUND
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
By: -------------------------- By: ------------------------
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
President Executive Vice President
