XXXXXX RETIREMENTREADY FUNDS
CLASS B
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan
for the Class B shares of the portfolio series (each a "Fund" and
collectively the "Funds") of Xxxxxx RetirementReady Funds, 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 Retail
Management Limited Partnership ("PRM"). During the effective term of
this Plan, the Trust may incur expenses primarily intended to result in
the sale of its Class B shares upon the terms and conditions hereinafter
set forth:
Section 1. The Trust shall pay to PRM a monthly fee at the annual rate
of 1.00% of the average net asset value of the Class B shares of the
Funds, as determined at the close of each business day during the month,
to compensate PRM for services provided and expenses incurred by it in
connection with the offering of Class B shares of the Funds, which may
include, without limitation, the payment by PRM to investment dealers of
commissions on the sale of Class B shares, as set forth in the then
current Prospectus or Statement of Additional Information of the Fund,
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 PRM 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 with respect to a Fund
until:
(a) it has been approved by a vote of a majority of the outstanding
Class B shares of the Fund, but only if the Plan is adopted after the
commencement of any public offering of the Fund's Class B shares or the
sale of the Fund's Class B 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 Fund has received the proceeds of the initial public offering of
its Class B shares.
Section 3. This Plan shall continue in effect with respect to a Fund
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. PRM 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 with respect to a Fund at any
time by vote of a majority of the Qualified Trustees or by vote of a
majority of the outstanding Class B shares of the Fund.
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 with respect to a Fund 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 B
shares of the Fund, 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 with respect to a Fund permitted
pursuant to Section 1 hereof without the approval of a majority of the
outstanding Class B shares of the Fund, and all material amendments to
this Plan with respect to a Fund 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 (as such term is defined in the Act), and have no direct or
indirect financial interest in the operation of this Plan or any
agreements related to it, (b) the term "majority of the outstanding
Class B shares of the Fund" means the affirmative vote, at a duly called
and held meeting of Class B shareholders of the relevant Fund, (i) of
the holders of 67% or more of the Class B shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders
of more than 50% of the outstanding Class B shares of such Fund 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 B shares of such
Fund entitled to vote at such meeting, whichever is less, and (c) the
terms "assignment," "affiliated person," "interested person" and
"promoter" 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 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 relevant Fund.
Executed as of June 11, 2004.
XXXXXX RETAIL MANAGEMENT XXXXXX RETIREMENTREADY FUNDS
LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
President Executive Vice President, Associate
Treasurer and Principal Executive
Officer
