EXHIBIT 99.15
CLASS B SHARES DISTRIBUTION PLAN AND AGREEMENT
OF
XXXXXXX XXXXX RETIREMENT RESERVES MONEY FUND
OF
XXXXXXX XXXXX RETIREMENT SERIES TRUST
PURSUANT TO RULE 12b-1
CLASS B SHARES DISTRIBUTION PLAN AND AGREEMENT made as of the day of
, , 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 :
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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 B 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 B
shares of beneficial interest, par value $0.10 per share (the "Class B 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 B Distribution Plan and
Agreement (referred to herein as the "Class B Distribution Plan") in the manner
and on the terms and conditions hereinafter set forth, which Class B
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 B Distribution Plan on said
terms and conditions;
WHEREAS, MLPF&S acts as a dealer selling Class B shares of the Fund to its
customers and substantially all of the Class B 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");
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 B Distribution Plan will
benefit the Fund and its Class B shareholders;
NOW, THEREFORE, the Trust hereby adopts, and MLPF&S hereby agrees to the
terms of, the Class B 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 B 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 B 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,
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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 B 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 B
shareholders.
6. Nothing contained in the Class B 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.
7. The Class B 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 B voting securities of the
Fund.
8. The Class B 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 B 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 B Distribution Plan.
9. The Class B 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 B Distribution Plan in Paragraph
8.
10. The Class B 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 B voting securities of the Fund.
11. The Class B 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 B Distribution Plan shall be made
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unless approved in the manner provided for approval in Paragraph 8.
12. While the Class B 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 B 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.
IN WITNESS WHEREOF, the parties hereto have executed this Class B
Distribution Plan as of the date first above written.
XXXXXXX XXXXX RETIREMENT SERIES TRUST
By ___________________________________________
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By __________________________________________
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