XXXXXX GLOBAL NATURAL RESOURCES FUND
CLASS R
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan
for the Class R shares of Xxxxxx Global Natural Resources 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 GLOBAL NATURAL
LIMITED PARTNERSHIP RESOURCES FUND
By: XXXXXX RETAIL MANAGEMENT
GP, INC.
/S/ Xxxxxxx X. Xxxxxxxx /S/ Xxxxxxx X. Xxxxxx
By:----------------------- By:-----------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
President Executive Vice President
