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Exhibit 13
CLASS II SHARES DISTRIBUTION PLAN AND AGREEMENT
OF
XXXXXXX XXXXX RETIREMENT RESERVES MONEY FUND
OF
XXXXXXX XXXXX RETIREMENT SERIES TRUST
PURSUANT TO RULE 12b-1
CLASS II SHARES DISTRIBUTION PLAN AND AGREEMENT made as of the 2nd day
of October, 1998, by and between XXXXXXX XXXXX RETIREMENT SERIES TRUST, a
Massachusetts business trust (the "Trust"), and XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED, a Delaware corporation ("MLPF&S").
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Trust is authorized to establish separate series
("Series"), each of which will offer separate classes of shares of beneficial
interest, par value $0.10 per share (the "Shares") to selected groups of
purchasers; and
WHEREAS, MLPF&S is a securities firm engaged in the business of selling
shares of investment companies either directly to Purchasers or through other
securities dealers; and
WHEREAS, the Trust proposes to enter into a Class II Shares
Distribution Agreement with MLPF&S, pursuant to which MLPF&S will act as the
exclusive distributor and representative of the Trust in the offer and sale of
Class II shares of beneficial interest, par value $0.10 per share (the "Class II
shares"), of the XXXXXXX XXXXX RETIREMENT RESERVES MONEY FUND (the "Fund")
series of the Trust to the Public; and
WHEREAS, the Trust desires to adopt this Class II Distribution Plan and
Agreement (referred to herein as the "Class II Distribution Plan") in the manner
and on the terms and conditions hereinafter set forth, which Class II
Distribution Plan must be adopted in accordance with Rule 12b-1 under the
Investment Company Act;
WHEREAS, MLPF&S desires to enter into the Class II Distribution Plan on
said terms and conditions;
WHEREAS, MLPF&S acts as a dealer selling Class II shares of the Fund to
its customers and substantially all of the Class II shareholders of the Fund are
MLPF&S customers who maintain their Fund accounts through MLPF&S (such accounts
being referred to herein as the "MLPF&S Fund Accounts");
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WHEREAS, MLPF&S provides a variety of marketing activities and services
including advertising, sales and marketing support and systems, and preparing
and distributing promotional materials ("MLPF&S Marketing Services");
WHEREAS, pursuant to the provisions of Rule 12b-1 under the Investment
Company Act, the Trustees of the Trust have determined that the Fund should make
direct payments to MLPF&S for distribution to defray the expenses associated
with the MLPF&S Marketing Services and that such payments should be in addition
to the management compensation being paid to Xxxxxxx Xxxxx Asset Management,
L.P.; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Class II Distribution Plan will
benefit the Fund and its Class II shareholders;
NOW, THEREFORE, the Trust hereby adopts, and MLPF&S hereby agrees to
the terms of, the Class II Distribution Plan in accordance with Rule 12b-1 under
the Investment Company Act on the following terms and conditions:
1. The Fund is hereby authorized to utilize its assets to make
payments to MLPF&S pursuant to the Class II Distribution Plan
to defray the expenses associated with the MLPF&S Marketing
Services with respect to MLPF&S Fund Accounts.
2. The Fund shall pay MLPF&S a fee at the end of each month at
the annual rate of 0.20% of average daily net asset value of
the MLPF&S Fund Accounts.
3. In the event that the aggregate payments received by MLPF&S
under the Class II Distribution Plan in any year shall exceed
the Plan Expenditures in such fiscal year, MLPF&S shall not
reimburse the Fund the amount of such excess.
4. MLPF&S shall provide the Trust for review by the Trustees,
and the Trustees shall review, at least quarterly, a written
report complying with the requirements of Rule 12b-1 regarding
the disbursement of the fee for expenses during such period.
5. MLPF&S will use its best efforts in rendering and causing
its employees to render services to the Fund, but in the
absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, MLPF&S shall
not be liable to the Fund or any of its Class II shareholders
for any error of judgment or mistake of law for any act of
omission or for any losses sustained by the Fund or its Class
II shareholders.
6. Nothing contained in the Class II Distribution Plan shall
prevent MLPF&S or any affiliated person of MLPF&S from
performing services similar to those to be performed hereunder
for any other person, firm or corporation or for its or their
own accounts or for the accounts of others.
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7. The Class II Distribution Plan shall not take effect until
it has been approved by a vote of at least a majority, as
defined in the Investment Company Act, of the outstanding
Class II voting securities of the Fund.
8. The Class II Distribution Plan shall not take effect until
it has been approved by votes of a majority of both (a) the
Trustees of the Trust and (b) those Trustees of the Trust who
are not "interested persons" of the Trust, as defined in the
Investment Company Act, and have no direct or indirect
financial interest in the operation of the Class II
Distribution Plan or any agreements related to it (the "Rule
12b-1 Trustees"), cast in person at a meeting or meetings
called for the purpose of voting on the Class II Distribution
Plan.
9. The Class II Distribution Plan shall continue in effect for
so long as such continuance is specifically approved at least
annually in the manner provided for approval of the Class II
Distribution Plan in Paragraph 8.
10. The Class II Distribution Plan may be terminated at any
time by vote of a majority of the Rule 12b-1 Trustees, or by
vote of a majority of the outstanding Class II voting
securities of the Fund.
11. The Class II Distribution Plan may not be amended to
increase materially the fee provided for in Paragraph 2 unless
and until such amendment is approved in the manner provided
for in Paragraphs 7 and 8, and no other material amendment to
the Class II Distribution Plan shall be made unless approved
in the manner provided for approval in Paragraph 8.
12. While the Class II Distribution Plan is in effect, the
selection and nomination of Trustees who are not interested
persons, as defined in the Investment Company Act, of the
Trust shall be committed to the discretion of the Trustees who
are not interested persons.
13. The Trust shall preserve copies of the Class II
Distribution Plan and any related agreements and all reports
made pursuant to Paragraph 4, for a period of not less than
six years, the first two years in an easily accessible place.
14. The Declaration of Trust establishing the Trust, dated
July 15, 1986, a copy of which, together with all amendments
thereto (the "Declaration"), is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that
the name "Xxxxxxx Xxxxx Retirement Series Trust" refers to the
Trustees under the Declaration collectively as Trustees, but
not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any
personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim of
the Trust but the "Trust Property" only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have executed this Class II
Distribution Plan as of the date first above written.
XXXXXXX XXXXX RETIREMENT SERIES TRUST
By /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Executive Vice President
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