RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT (SERVICE CLASS)
WHITEHALL FUNDS TRUST
January 28, 2000
As amended, January 2, 2001*
PFPC Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Dear Sir or Madam:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and PFPC Distributors, Inc. (the "Distributor") as follows:
1. DEFINITIONS. (a) The Trust is an open-end management investment
company organized under the laws of the State of Delaware. The Trust is
registered under the Investment Company Act of 1940, as amended (the "Act"). The
Trust's shares of beneficial interest may be classified into series in which
each series represents the entire undivided interests of a separate portfolio of
assets. Each series may be divided into multiple classes. For all purposes of
this Agreement and Plan, a "Fund" shall mean a separate portfolio of assets of
the Trust which has entered into a Rule 12b-1 Distribution Plan and Agreement
Supplement, and a "Series" shall mean the series of shares of beneficial
interest representing undivided interests in a Fund. All references herein to
this Agreement and Plan shall be deemed to be references to this Agreement and
Plan as it may from time to time be supplemented by Rule 12b-1 Distribution Plan
and Agreement Supplements.
(b) As permitted by Rule 12b-1 (the "Rule") under the Act, the Trust
has adopted a Distribution Plan and Agreement (the "Plan") for the Service Class
of Shares of each Fund pursuant to which the Trust may make certain payments to
the Distributor for direct and indirect expenses incurred in connection with the
distribution of shares of the Funds. The Trust's Board of Trustees has
determined that there is a reasonable likelihood that the Plan, if implemented,
will benefit each Fund and its shareholders.
2. ADOPTION OF PLAN. The Trust hereby adopts this Plan, and the
parties hereto enter into this Plan, on the terms and conditions specified
herein.
3. DISTRIBUTION-RELATED FEE.
(a) For Service Class shares, the Trust shall pay the Distributor on
the first business day of each month in such an amount as the Distributor may
have requested for distribution activities, provided that each such payment
shall not exceed an annual rate of 0.25% of the average daily value of a Fund's
net assets attributable to its Service Class shares (as determined on each
business day at the time set forth in the Trust's currently effective prospectus
for
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* Amended to the extent that this Rule 12b-1 Distribution Plan and Agreement
constitutes an agreement related to the implementation of a plan of distribution
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended.
199
determining net asset value per share) during the preceding month in which
the Plan is implemented.
(b) For purposes of calculating the maximum of each such monthly fee,
the value of a Fund's net assets shall be computed in the manner specified in
the Trust's Declaration of Trust, and in the Trust's Prospectus or Prospectuses,
as the same may be amended from time to time. All expenses incurred by the Trust
hereunder shall be charged against the relevant Fund's assets. For purposes of
this Plan, a "business day" is any day the New York Stock Exchange is open for
trading.
4. PURPOSES OF PAYMENTS.
(a) The Distributor must use all amounts received under the Plan for
(i) advertising by radio, television, newspapers, magazines, brochures, sales
literature, direct mail or any other form of advertising, (ii) expenses of sales
employees or agents of the Distributor, including salary, commissions, travel
and related expenses, (iii) payments to broker-dealers and financial
institutions in connection with the distribution of shares, including payments
in amounts based on the average daily value of Fund shares owned by shareholders
in respect of which the broker-dealer or institution has a distributing
relationship, (iv) costs of printing prospectuses, statements of additional
information and other materials to be given or sent to prospective investors,
(v) such other similar services as the Board of Trustees determines to be
reasonably calculated to result in the sale of shares of the Funds, (vi) costs
of shareholder servicing and administrative services support which may be
incurred by broker-dealers, banks or other financial institutions, and (vii)
other direct and indirect distribution-related activities, including the
provision of services with respect to maintaining the assets of the Funds.
(b) The services rendered by the Distributor hereunder are in addition
to the distribution and administrative services reasonably necessary for the
operation of the Trust and the Fund pursuant to the Administrative Services
Agreement between the Trust and PFPC Inc. and the Distribution Contract between
the Trust and the Distributor, other than those services which are to be
provided by the investment adviser pursuant to the Master Investment Advisory
Agreement between the Trust and IBJ Whitehall Bank & Trust Company.
5. RELATED AGREEMENTS. All other agreements relating to the
implementation of this Plan (the "related agreements") shall be in writing, and
such related agreements shall be subject to termination, without penalty, on not
more than sixty days' written notice to any other party to the agreement, in
accordance with the provisions of clauses (a) and (b) of paragraph 9 hereof.
6. APPROVALS BY TRUSTEES AND SHAREHOLDERS. This Plan shall become
effective upon approval by (a) a majority of the Board of Trustees of the Trust
for each Fund, including a majority of the Trustees who are not "interested
persons" (as defined in the Act) of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any related agreements
(the "Plan Trustees"), pursuant to a vote cast in person at a meeting called for
the purpose of voting on the Plan, and (b) the holders of a majority of the
outstanding securities of a Fund (as defined in the Act). Related agreements
shall be subject to approval by the Trustees in the manner provided in clause
(a) of the preceding sentence.
7. DURATION AND ANNUAL APPROVAL BY TRUSTEES. This Plan and any related
agreements shall continue in effect for a period of more than one year from the
date of their adoption or execution, provided such continuances are approved
annually by a majority of the Board of Trustees, including a majority of the
Plan Trustees, pursuant to a vote cast in person at
200
a meeting called for the purpose of voting on the continuance of this Plan or
any related agreement.
8. AMENDMENTS. This Plan may be amended at any time with the approval
of a majority of the Board of Trustees, provided that (a) any material amendment
of this Plan must be approved by the Trustees in accordance with procedures set
forth in paragraph 7 hereof, and (b) any amendment to increase materially the
amount to be expended by a particular Fund pursuant to this Plan must also be
approved by the vote of the holders of a "majority of the outstanding voting
securities" of the Fund (as defined in the Act), provided that no approval shall
be required in respect of a Rule 12b-1 Distribution Plan and Agreement
Supplement entered into to add a Fund to those covered by this Plan (or to amend
or terminate such supplement) by the holders of the outstanding voting
securities of any Series other than that of such Fund.
9. TERMINATION. This Plan may be terminated at any time, without the
payment of any penalty, by (a) the vote of a majority of the Plan Trustees or
(b) the vote of the holders of a "majority of the outstanding voting securities"
of a Fund (as defined in the Act). If this Plan is terminated with respect to
any Fund, it shall nonetheless remain in effect with respect to any remaining
Funds.
10. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect,
the selection and nomination of the Trustees who are not "interested persons" of
the Trust (as defined in the Act) shall be committed to the discretion of the
Trustees then in office who are not "interested persons" of the Trust.
11. EFFECT OF ASSIGNMENT. To the extent that this Plan constitutes a
plan of distribution adopted pursuant to the Rule, it shall remain in effect as
such so as to authorize the use of the Fund's assets in the amounts and for the
purposes set forth herein, notwithstanding the occurrence of an assignment (as
defined in the Act). To the extent this Plan concurrently constitutes an
agreement relating to implementation of the plan of distribution, it shall
terminate automatically in the event of its assignment, and the Trust may
continue to make payments pursuant to this Plan only (a) upon the approval of
the Board of Trustees in accordance with the procedures set forth in paragraph 7
hereof, and (b) if the obligations of the Distributor under this Plan are to be
performed by any organization other than the Distributor, upon such
organization's adoption and assumption in writing of all provisions of this Plan
as party hereto.
12. QUARTERLY REPORTS TO TRUSTEES. The Distributor shall prepare and
furnish to the Board of Trustees, at least quarterly, a written report setting
forth all amounts expended pursuant to this Plan and any related agreements and
the purposes for which such expenditures were made. The written report shall
include a detailed description of the continuing services provided by
broker-dealers and other financial intermediaries pursuant to paragraph 4 of
this Plan.
13. Preservation of Records. The Trust shall preserve copies of this
Plan, any related agreements and any reports made pursuant to this Plan for a
period of not less than six years from the date of this Plan or any such related
agreement or report. For the first two years, copies of such documents shall be
preserved in an easily accessible place.
14. LIMITATIONS ON LIABILITY OF DISTRIBUTOR. The Distributor shall give
the Trust the benefit of the Sponsor's best judgment and efforts in rendering
services under this Plan. As an inducement to the Distributor's undertaking to
render these services, the Trust agrees that the Distributor shall not be liable
under this Plan for any mistake in judgment or in any other event
201
whatsoever except for lack of good faith, provided that nothing in this Plan
shall be deemed to protect or purport to protect the Distributor against any
liability to the Trust or its shareholders to which the Distributor would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Distributor's duties under this Plan or by
reason of the Distributor's reckless disregard of its obligations and duties
hereunder.
15. OTHER DISTRIBUTION-RELATED EXPENDITURES. Nothing in this Plan shall
operate or be construed to limit the extent to which the Distributor or any
other person other than the Trust may incur costs and pay expenses associated
with the distribution of Fund shares.
16. MISCELLANEOUS. The Trust's Certificate of Trust, dated as of August
25, 1994, as amended, is on file with the Secretary of State of the State of
Delaware. The obligations of the Trust are not personally binding upon, nor
shall resort be had to the private property of any of the Trustees,
shareholders, officers, employees or agents of the Trust, but only the Trust's
property shall be bound.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on its behalf by its duly authorized representative
as of the date first above written.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
PFPC DISTRIBUTORS, INC.
By: /s/ Xxxx Xxxxx
Title: Director of Brokerage Operations
202
THE WHITEHALL INCOME FUND
(Service Class)
A Series of Whitehall Funds Trust
January 28, 2000
As amended, January 2, 2001
PFPC Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sir or Madam:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and PFPC Distributors, Inc. (the "Distributor") as follows:
The Whitehall Income Fund (the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and the
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated January 28, 2000 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby
adopted for the Fund. The Fund shall be one of the "Funds" referral to in the
Master Agreement; and its shares shall be a "Series" of shares as referred to
therein.
2. Payment of Fees. Payments pursuant to the Master Agreement
and this Supplement are paid in accordance with paragraph 3 of the Master
Agreement and at an annual rate not in excess of 0.25% of the average daily
value of the net assets of the Service Class of the Fund.
203
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PFPC DISTRIBUTORS, INC.
By: /s/ Xxxx Xxxxx
Title: Director of Brokerage Operations
204
THE WHITEHALL GROWTH & INCOME FUND
(Service Class)
A Series of Whitehall Funds Trust
January 28, 2000
As amended January 2, 2001
PFPC Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sir or Madam:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and PFPC Distributors, Inc. (the "Distributor") as follows:
The Whitehall Growth & Income Fund (the "Fund") is a series portfolio
of the Trust which has been organized as a business trust under the laws of the
State of Delaware and is an open-end management investment company. The Trust
and the Distributor have entered into a Rule 12b-1 Distribution Plan and
Agreement, dated January 28, 2000 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby
adopted for the Fund. The Fund shall be one of the "Funds" referral to in the
Master Agreement; and its shares shall be a "Series" of shares as referred to
therein.
2. Payment of Fees. Payments pursuant to the Master Agreement
and this Supplement are paid in accordance with paragraph 3 of the Master
Agreement and at an annual rate not in excess of 0.25% of the average daily
value of the net assets of the Service Class of the Fund.
205
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PFPC DISTRIBUTORS, INC.
By: /s/ Xxxx Xxxxx
Title: Director of Brokerage Operations
206
THE WHITEHALL GROWTH FUND
(Service Class)
A Series of Whitehall Funds Trust
January 28, 2000
As amended January 2, 2001
PFPC Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sir or Madam:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and PFPC Distributors, Inc. (the "Distributor") as follows:
The Whitehall Growth Fund (the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and the
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated January 28, 2000 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby
adopted for the Fund. The Fund shall be one of the "Funds" referral to in the
Master Agreement; and its shares shall be a "Series" of shares as referred to
therein.
2. Payment of Fees. Payments pursuant to the Master Agreement
and this Supplement are paid in accordance with paragraph 3 of the Master
Agreement and at an annual rate not in excess of 0.25% of the average daily
value of the net assets of the Service Class of the Fund.
207
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PFPC DISTRIBUTORS, INC.
By: /s/ Xxxx Xxxxx
Title: Director of Brokerage Operations
208
THE WHITEHALL HIGH YIELD FUND
(Service Class)
A Series of Whitehall Funds Trust
September 14, 2000
As amended January 2, 2001
PFPC Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sir or Madam:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and PFPC Distributors, Inc. (the "Distributor") as follows:
The Whitehall High Yield Fund (the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and the
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated January 28, 2000 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby
adopted for the Fund. The Fund shall be one of the "Funds" referral to in the
Master Agreement; and its shares shall be a "Series" of shares as referred to
therein.
2. Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of the Service Class of the Fund.
209
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PFPC DISTRIBUTORS, INC.
By: /s/ Xxxx Xxxxx
Title: Director of Brokerage Operations
210
THE WHITEHALL ENHANCED INDEX FUND
(Service Class)
A Series of Whitehall Funds Trust
September 14, 2000
As amended January 2, 2001
PFPC Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sir or Madam:
This will confirm the agreement between Whitehall Funds Trust (the
"Trust") and PFPC Distributors, Inc. (the "Distributor") as follows:
The Whitehall Enhanced Index Fund (the "Fund") is a series portfolio of
the Trust which has been organized as a business trust under the laws of the
State of Delaware and is an open-end management investment company. The Trust
and the Distributor have entered into a Rule 12b-1 Distribution Plan and
Agreement, dated January 28, 2000 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby
adopted for the Fund. The Fund shall be one of the "Funds" referral to in the
Master Agreement; and its shares shall be a "Series" of shares as referred to
therein.
2. Payment of Fees. Payments pursuant to the Master Agreement
and this Supplement are paid in accordance with paragraph 3 of the Master
Agreement and at an annual rate not in excess of 0.25% of the average daily
value of the net assets of the Service Class of the Fund.
211
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PFPC DISTRIBUTORS, INC.
By: /s/ Xxxx Xxxxx
Title: Director of Brokerage Operations
