XXXXXX EUROPE GROWTH FUND
CLASS C DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution
Plan for the Class C shares of Putnam Europe Growth 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 Mutual Funds Corp. ("PMF"). 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 PMF 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 PMF 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 PMF 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 PMF 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 Fund, but only if the Plan is
adopted after the commencement of any public offering of the
Fund's Class C shares or the sale of the Fund's Class C 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; 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. PMF 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 July 16, 1999.
XXXXXX MUTUAL FUNDS CORP. XXXXXX EUROPE GROWTH FUND
By:/s/ Xxxxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Managing Director and Executive Vice President
Chief of Mutual Fund Business
