1
Exhibit Ex-99.m
DATED: AS OF JUNE 27, 1994
AS AMENDED: DECEMBER 16, 1997
AND SEPTEMBER 23, 1998
SCHEDULE C-1 TO THE DISTRIBUTION AGREEMENT
between Summit Investment Trust and
BISYS Fund Services, Limited Partnership
DISTRIBUTION AND SHAREHOLDER SERVICE PLAN
-----------------------------------------
This Plan (the "Plan") constitutes the distribution and shareholder service plan
of Summit Investment Trust, a Massachusetts business trust (the "Trust"),
adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Plan relates to the shares of those investment
portfolios ("Funds") and those classes of shares of the Funds identified on
Schedule B of the Trust's Distribution Agreement, as amended from time to time
(each, a "Distribution Plan Fund" or "Distribution Plan Class," as applicable).
SECTION 1.
(a) Subject to the limitations on the payment of asset-based charges
set forth in Rule 2830 of the Conduct Rules of the National Association
of Securities Dealers, Inc., each Distribution Plan Fund or
Distribution Plan Class shall pay to BISYS Fund Services, Limited
Partnership, the distributor (the "Distributor") of the Trust's units
of beneficial interest (the "Shares"), a fee in an amount not to exceed
on an annual basis the percentage of the average daily net asset value
of such Distribution Plan Fund or Distribution Plan Class (the
"Distribution Fee") as set forth below for the following payments or
reimbursements on behalf of such Distribution Plan Fund or Distribution
Plan Class: (a) payments the Distributor makes to banks and other
institutions and broker/dealers (each, a "Participating Organization")
for distribution assistance and/or shareholder service pursuant to an
agreement between the Distributor and the Participating Organization;
or (b) reimbursement of expenses incurred by a Participating
Organization pursuant to an agreement in connection with distribution
assistance and/or shareholder service, including, but not limited to,
the reimbursement of expenses relating to printing and distributing
prospectuses to persons other than shareholders of a Distribution Plan
Fund or Distribution Plan Class, printing and distributing advertising
and sales literature and reports to shareholders used in connection
with the sale of Shares, and personnel and communication equipment used
in servicing shareholder accounts and prospective shareholder
inquiries:
1
2
Distribution Plan Fund/Class Percentage
---------------------------- ----------
Class A Shares of Each Fund 0.25%
Class B Shares of Each Fund 0.75%
(b) In addition to the amounts described in paragraph 1(a) above, each
of the following Distribution Plan Funds or Distribution Plan Classes
shall pay (i) to the Distributor for payment to Participating
Organizations, or (ii) directly to Participating Organizations, an
amount not to exceed on an annual basis 0.25% of the average daily net
asset value of such Distribution Plan Fund or Distribution Plan Class
from time to time, as a service fee:
Distribution Plan Fund/Class
----------------------------
Class B Shares of Each Fund
The monies to be paid pursuant to this paragraph 1(b) by a Distribution
Plan Fund or Distribution Plan Class shall be used to make the
following payments on behalf of such Distribution Plan Fund or
Distribution Plan Class: payments to Participating Organizations for,
among other things, furnishing personal services and maintaining
shareholder accounts, which services include, among other things,
assisting in establishing and maintaining customer accounts and
records; assisting with purchase and redemption requests; arranging for
bank wires; monitoring dividend payments from the Fund or class on
behalf of customers; forwarding certain shareholder communications from
the Fund or class to customers; receiving and answering correspondence;
and aiding in maintaining the investment of the customers of the Fund
or class. Any amounts paid under this paragraph 1(b) shall be paid
pursuant to a servicing or other agreement, which form of agreement has
been approved from time to time by the Trustees, including a majority
of the Independent Trustees.
(c) For purposes of the Plan, a Participating Organization may include
the Distributor or any of its affiliates or subsidiaries.
SECTION 2. The Distribution Fee shall be paid by a Distribution Plan Fund or
Distribution Plan Class to the Distributor only to compensate or to reimburse
the Distributor for payments or expenses incurred pursuant to Section 1(a) with
respect to such Distribution Plan Fund or Distribution Plan Class.
SECTION 3. If the Plan is adopted after any public offering of shares of a
Distribution Plan Fund or Distribution Plan Class to which the Plan relates, or
the sale of such shares to persons who are not affiliated persons of the Trust,
affiliated persons of such persons, promoters of the Trust, or affiliated
persons of such promoters, the Plan shall not take effect with respect to such
Distribution Plan Fund or Distribution Plan Class until the Plan has been
approved by a vote of at least a majority of the outstanding voting securities
of such Distribution Plan Fund or Distribution Plan Class.
2
3
SECTION 4. The Plan shall not take effect until 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 1940 Act
or the rules and regulations hereunder) of both (a) the Trustees of the Trust,
and (b) the Independent Trustees of the Trust cast in person at a meeting called
for the purpose of voting on the Plan or such agreement.
SECTION 5. The Plan shall continue in effect for a Distribution Plan Fund or
Distribution Plan Class for a period of more than one year after the date of its
execution or adoption only so long as such continuance is specifically approved
for such Distribution Plan Fund or Distribution Plan Class at least annually in
the manner provided for approval of the Plan in Section 4.
SECTION 6. Any person authorized to direct the disposition of monies paid or
payable by the Distribution Plan Funds or Distribution Plan Classes pursuant to
the Plan or any related agreement 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 7. The Plan with respect to a Distribution Plan Fund or Distribution
Plan Class may be terminated at any time by vote of a majority of the
Independent Trustees, or by a vote of a majority of the outstanding voting
securities of such Distribution Plan Fund or Distribution Plan Class.
SECTION 8. All agreements with any person relating to implementation of the Plan
shall be in writing, and any agreement related to the Plan shall provide:
(a) That such agreement may be terminated at any time with respect to a
Distribution Plan Fund or Distribution Plan Class, without payment of
any penalty, by vote of a majority of the Independent Trustees or by
vote of a majority of the outstanding voting securities of such
Distribution Plan Fund or Distribution Plan Class, 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 9. The Plan with respect to a Distribution Plan Fund or Distribution
Plan Class may not be amended to increase materially the amount of distribution
expenses permitted pursuant to Section 1 hereof without approval in the manner
provided in Section 3 hereof, and all material amendments to the Plan shall be
approved in the manner provided for approval of the Plan in Section 4.
SECTION 10. As used in the Plan, (a) the term "Independent 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 the Plan or
any agreements related to it, and (b) the terms "assignment", "interested
person" and "majority of the outstanding voting securities" shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
3
