3
XXXXXX TAX MANAGED FUNDS TRUST
CLASS C
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes
the Distribution Plan for the Class C 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 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 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 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 with
respect to a Fund 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 Fund has received the proceeds of
the initial public offering of its
Class C 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 C 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 C 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 C 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 C shares of the Fund" means the affirmative
vote, at a duly called and held meeting of Class C
shareholders of the relevant Fund, (i) of the holders
of 67% or more of the Class C 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 C 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 C 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 Xxxxx 0, 0000
XXXXXX MUTUAL FUNDS CORP. XXXXXX TAX MANAGED FUNDS TRUST
By: ___________________ _________________
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
President Executive Vice President
