XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND
CLASS C
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan
for the Class C shares of Xxxxxx Massachusetts Tax Exempt Income 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 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 C 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 C shares of the
Trust, 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 the Trust's Class C shares, which may
include, without limitation, the payment by PRM 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 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 until:
(a) it has been approved by a vote of a majority of the outstanding
Class C shares of the Trust;
(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. 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 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 August 19, 2003.
XXXXXX RETAIL MANAGEMENT XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Managing Director and Executive Vice President, Treasurer
Chief of Mutual Fund Business and Principal Financial Officer
