XXXXXX CLASSIC EQUITY FUND
CLASS R
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan for
the Class R shares of Putnam Classic Equity 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 make payments to PRM
upon the terms and conditions hereinafter set forth:
Section 1. The Trust may make payments to PRM, in the form of fees or
reimbursements, to compensate PRM for services provided and expenses
incurred by it in connection with the offering of the Trust's Class R
shares, which may include, without limitation, the payment by PRM to
investment dealers with respect to Class R 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. The amount of such payments and the purposes
for which they are made shall be determined by the Qualified Trustees (as
defined below). Payments under this Plan shall not exceed in any fiscal
year the annual rate of 1.00% of the average net asset value of the Class R
shares of the Trust, as determined at the close of each business day during
the year. Such fees shall be payable for each month within 15 days after
the close of such month. A majority of the Qualified Trustees may, at any
time and 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
R shares of the Fund, but only if the Plan is adopted after the commencement
of any public offering of the Trust's Class R shares or the sale of the
Fund's Class R 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.
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 a majority of the outstanding Class R
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 R 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 R 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, (b) the term "majority of the
outstanding Class R shares of the Trust" means the affirmative vote, at a
duly called and held meeting of Class R shareholders of the Trust, (i) of
the holders of 67% or more of the Class R 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 R 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 R 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 November 14, 2003.
XXXXXX RETAIL MANAGEMENT XXXXXX CLASSIC EQUITY FUND
LIMITED PARTNERSHIP
By: XXXXXX RETAIL MANAGEMENT
GP, INC.
By: ------------------------ By: ------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
President Executive Vice President
