3
XXXXXX TAX MANAGED FUNDS TRUST
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 Tax
Managed Funds Trust, 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 B 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
B shares of the Funds, 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 Class B shares, which may include, without
limitation, the payment by PMF 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 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 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. 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 with respect to a
Fund at any time by vote of a majority of the Qualified Trustees
or by vote of the 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, 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 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 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 relevant Fund.
Executed as of April 8, 1999.
XXXXXX MUTUAL FUNDS CORP. XXXXXX TAX MANAGED FUNDS TRUST
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
By: -------------------------- By: ------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Managing Director Executive Vice President
Chief of Mutual Fund Business
