Exhibit(m)
ARRIVATO FUNDS TRUST
CLASS A
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the Plan') constitutes the Distribution
Plan for the Class A shares of the portfolio series (each a "Fund' and
collectively the "Funds") of Arrivato Funds Trust, a Delaware business trust
(the "Trust"), adopted pursuant to the provisions of Rule I 2b- 1 under the
Investment Company Act of 1940 (the "Act") and the related agreement between the
Trust and BISYS Fund Distributor (the `Distributor'). During the effective term
of this Plan, the Fund may incur expenses primarily intended to result in the
sale of its Class A shares upon the terms and conditions hereinafter set forth:
SECTION 1. The Fund shall pay to the Distributor a monthly fee at the annual
rate of 0.25% of the average net asset value of the Class A shares of the Fund,
as determined at the close of each business day during the month (the "Monthly
Limitation"), to compensate the Distributor for services provided and expenses
incurred by it in connection with the offering of the Fund's Class A shares,
which may include, without limitation, (i) the payment by the Distributor to
investment dealers of commissions on the sale of Class A shares as set forth in
the then current Prospectus or Statement of Additional Information of the Fund;
(ii) paying compensation to and expenses of personnel of the Distributor who
support distribution of Class A shares; (iii) paying of or reimbursing the
Distributor for interest and other borrowing costs on its unreimbursed Carry
Forward Expenses (as hereinafter defined) at the rate paid by the Distributor
or, if such amounts are financed by the Distributor by its own resources or by
an affiliate, at the rate of 1% per annum above the prime rate (which shall mean
the most preferential interest rate on corporate loans at large U.S. money
center commercial banks) then being reported in the Eastern edition of the Wall
Street Journal (or if such prime rate is no longer so reported, such other rate
as may be designated from time to time by the distributor with the approval of
the Qualified Trustees, as defined below); and (iv) other direct distribution
costs of the type approved by the Board of Trustees, including without
limitation the costs of sales literature, advertising and prospectuses, (other
than those furnished to current shareholders) and state "blue sky' registration
expenses. Such fees shall be payable for each month within 15 days after the
close of such month. The Distributor's cost of providing the above mentioned
services are hereinafter collectively referred to as "Distribution Costs". Carry
Forward Expenses are Distribution Costs that are not paid in the fiscal month in
which they arise because they exceed the Monthly Limitation. A majority of the
Qualified Trustees, 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 A shares of the Fund; (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 Fund has received the
proceeds of the initial public offering of its Class A 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. The Distributor 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 A shares
of the Fund. In the event of such termination, the Board and its Qualified
Trustees shall determine whether the Distributor is entitled to payment from the
Fund of all Carry Forward Expenses and related costs properly incurred in
respect of Shares sold prior to the effective date of such termination, and
whether the Fund shall continue to make payment to the Distributor in the amount
the Distributor is entitled to retain under Section I hereof, until such time as
the Distributor has been reimbursed for all such amounts by the Fund and by
retaining CDSC payments.
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 A shares of the Fund, 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 A shares of the Fund 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 director indirect financial interest in the operation of this Plan or any
agreements related to it, and (b) the term "majority of the outstanding Class A
shares of the Fund' means the affirmative vote, at a duly called and held
meeting of shareholders of the Fund, (i) of the holders of 67% or more of the
Class A shares of the Fund present (in person or by proxy) and entitled to vote
at such meeting, if the holders of more than 50% of the outstanding Class A
shares of the Fund 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 shares of the
Class of shares of the Fund 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 maybe granted by the Securities and Exchange Commission. SECTION
9. So long as the Plan is in effect, the selection and nomination of the Trusts
Qualified Trustees shall be committed to the discretion of such Qualified
Trustees. This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Trust, on behalf of the Funds, and the Distributor as evidenced
by their execution hereof.
Executed as of July 12, 2005
_________________________________________________________________ ARRIVATO FUNDS
TRUST. BISYS DISTRIBUTOR, ______________________________________________________
________________ INC.
__________________________________ By:
_______________________-
__________________________________
__________________________________ By:_____________________
__________________________________ ARRIVATO FUNDS
TRUST
__________________________________ CLASS A
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the `Plan') constitutes the distribution
Plan for the Class C shares of the portfolio series (each a `Fund' and
collectively the "Funds') of Arrivato Funds Trust, a Delaware business trust
(the `Trust'), adopted pursuant to the provisions of Rule 1 2b- I under the
Investment Company Act of 1940 (the "Act') and the related agreement between the
Trust and BISYS Distributor (the "Distributor'). During the effective term of
this Plan, the Fund 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 Fund shall pay to the Distributor a monthly fee at the annual
rate of 0.75% of the average net asset value of the Class C shares of the Fund,
as determined at the close of each business day during the month (the `Monthly
Limitation), to compensate the Distributor for services provided and expenses
incurred by it in connection with the offering of the Fund's Class C shares,
which may include, without limitation, (i) the payment by the Distributor 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 Fund;
(ii) paying compensation to and expenses of personnel of the Distributor who
support distribution of Class C shares; (iii) paying of or reimbursing the
Distributor for interest and other borrowing costs on its unreimbursed Carry
Forward Expenses (as hereinafter defined) at the rate paid by the Distributor
or, if such amounts are financed by the Distributor by its own resources or by
an affiliate, at the rate of 1% per annum above the prime rate (which shall mean
the most preferential interest rate on corporate loans at large U.S. money
Center commercial banks) then being reported in the Eastern edition of the Wall
Street Journal (or if such prime rate is no longer so reported, such other rate
as may be designated from time to time by the Distributor with the approval of
the Qualified Trustees, as defined below); and (iv) other direct distribution
costs of the type approved by the Board, including, without limitation, the
costs of sales literature, advertising and prospectuses. (other than those
furnished to current shareholders) and State blue sky" registration expenses.
Such fees shall be payable for each month within 15 days after the close of such
month. The Distributors cost of providing the above mentioned services are
hereinafter collectively referred to as `Distribution Costs'. Carry Forward
Expenses are Distribution Costs that are not paid in the fiscal month in which
they arise because they exceed the Monthly Limitation. A majority of the
Qualified Trustees, 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 shafl not take effect until: (a) it has been approved by a
vote of a majority of the outstanding Class C shares of the Fund; (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 Fund 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. The Distributor 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 Fund. In the event of such termination, the Board and its Qualified
Trustees shall determine whether the Distributor is entitled to payment from the
Fund of all Carry Forward Expenses and related costs properly incurred in
respect of Shares sold prior to the effective date of such termination, and
whether the Fund shall continue to make payment to the Distributor in the amount
the Distributor is entitled to retain under Section I hereof, until such time as
the Distributor has been reimbursed for all such amounts by the Fund and by
retaining CDSC payments.
SECTION 6. All agreements with any person relating to implementation of this
Plan shall he 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 Tmstees or by vote of a majority
of the outstanding Class C shares of the Fund, 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 Fund 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 Trusteess" 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 Fund means the affirmative vote, at a duly called and held
meeting of shareholders of the Fund, (i) of the holders of 67% or more of the
Class C shares of the Fund 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 Fund 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 shares of the
Class of shares of the Fund 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 niles and regulations thereunder, subject to such exemptions
as may be granted by the Securities and Exchange Commission.
SECTION 9. So long as the Plan is in effect, the selection and nomination of the
Trust's Qualified Trustees shall be committed to the discretion of such
Qualified Trustees.
This Plan and the terms and provisions thereof are hereby accepted and agreed to
by the Trust, on behalf of the Funds, and the Distributor as evidenced by their
execution hereof
Executed as of July 12, 2005
ARRIVATO FUNDS
TRUST-
By: ___________________
BISYS DISTRIBUTOR
By: ___________________
