KIT XXXX INVESTMENT TRUST
KIT XXXX STRATEGIC GROWTH FUND
RULE 12B-1 SERVICES PLAN
This Rule 12b-1 Services Plan (the "Plan") is entered into
this _____ day of July, 2000, between Kit Xxxx Investment Trust (the "Trust"), a
Delaware business trust, on behalf of Kit Xxxx Strategic Growth Fund (the
"Fund"), a series of the Trust, and Kit Xxxx Investment Advisory Services, as
plan disbursement agent (the "Agent"). The Plan has been adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), to govern the provision of certain shareholder servicing activities for
the shareholders of the Fund. The purpose of the Plan is to benefit the Fund and
its shareholders by providing distribution assistance and servicing levels that
will encourage the growth and retention of shareholder investments. In
furtherance of such purpose, the parties hereto agree as follows:
1. SERVICES. The Board of Trustees of the Trust shall designate a specific
entity, which shall initially be the Agent, to act as plan disbursement agent,
and shall direct the Agent to perform various activities, to the extent
permitted by the fees authorized below, including but not limited to the
following:
(a) sending periodic information to service organizations that track investment
company information;
(b) answering shareholder inquiries regarding account status and history;
(c) collecting information from shareholders regarding changes in option and
account designation and addresses and transmitting the same to the Fund's
transfer agent;
(d) collecting the same type of information as referred to in subparagraph (c)
from independent account executives and brokers and transmitting it to the
Fund's transfer agent;
(e) supplying other information to the Fund's transfer agent so that the
transfer agent can properly maintain account records;
(f) providing support services in connection with the distribution of the Fund's
shares;
(g) providing shareholder services not otherwise provided by the Fund's transfer
agent;
(h) formulating and implementing marketing and promotional activities,
including, but not limited to, direct mail promotions, and television, radio,
newspaper, magazine and other mass media advertising;
(i) printing and distributing prospectuses, statements of additional information
and reports of the Fund;
(j) preparing, printing and distributing sales literature pertaining to the
Fund;
(k) obtaining whatever information, analyses and reports with respect to
marketing and promotional activities that the Trust may, from time to time, deem
advisable;
(l) making payments, including incentive compensation, to agents and
consultants, including pension administration firms that provide distribution or
shareholder servicing related services and broker-dealers that engage in the
distribution of the Fund's shares;
(m) making payments to persons who provide support services in connection with
the distribution of the Fund's shares and servicing of the Fund's shareholders,
including, but not limited to, personnel of Adviser, office space and equipment,
telephone facilities, answering routine inquiries regarding the Fund, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Trust's transfer agency or other servicing
arrangements;
(n) providing facilities, equipment and personnel in connection with the
provision of other services described herein; and
(o) performing such additional shareholder services as may be agreed upon by the
Trust on behalf of the Fund and the Agent, which shall be approved in accordance
with the 1940 Act.
2. AGENT'S DUTY TO PERFORM SERVICES. The Agent shall not be required to directly
perform any or all of the above-listed activities, nor is the above list
intended to be an all-inclusive list of appropriate services or activities. The
Agent shall coordinate with the Board of Trustees of the Trust and the Adviser
to the Fund regarding the provision of specific services on a periodic basis in
order to ensure that reimbursable activities engaged in pursuant to this Plan
are designed to benefit the Fund and its shareholders.
3. SHAREHOLDER 12B-1 FEE. The Trust shall pay on behalf of the Fund to the Agent
a fee up to a maximum annual rate equal to 0.25% of the Fund's average daily net
assets, accrued daily and payable monthly.
4. SUB-AGENTS. The Agent may retain other sub-agents to perform the above-listed
functions and may compensate them for performing such services. Such sub-agents
shall not be entitled to seek additional or direct compensation from the Trust
or the Fund.
5. TERM. This Plan shall take effect on July __ 2000, the date upon which the
Fund commences operations, and shall continue in effect indefinitely so long as
its continuance, together with the continuance of any and all agreements now or
in the future related to the Plan, are specifically approved at least annually
by a majority of the Board of Trustees of the Trust, including a majority of the
trustees who are not "interested persons," as defined in the 1940 Act, of the
Fund and who have no direct or indirect financial interest in the operation of
the Plan, or any agreements related to the Plan, cast in person at a meeting
called for the purpose of voting on the Plan and any related agreements. Such
meeting of the Board of Trustees shall be called specifically for the purpose
of, among other things, voting on the Plan.
6. APPROVAL BY THE TRUST. This Plan has been approved by a vote of a majority of
the trustees of the Trust who are not "interested persons," as defined in the
1940 Act, and who have no direct or indirect financial interest in the operation
of this Plan or any agreement related to the Plan, cast in person at a meeting
called for the purpose of voting on this Plan.
7. TERMINATION. This Plan may be terminated at any time by vote of the majority
of the Trustees of the Trust who are not "interested persons," as defined in the
1940 Act, of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related to the Plan or by vote of
a majority of the outstanding voting securities of the Fund.
8. QUARTERLY REPORT. The Board of Trustees of the Trust shall review on a
quarterly basis a written report of the amount of monies paid or payable by the
Fund pursuant to the Plan and any related agreements and the purposes for which
such expenditures were made. Such quarterly report shall be prepared by such
persons as are authorized to direct the distribution of monies paid or payable
by the Fund pursuant to the Plan and any related agreements.
9. REVIEW BY BOARD OF TRUSTEES. The Board of Trustees of the Trust has a duty to
request and evaluate, and the Agent agrees to provide, upon request by the
Trust, such information as may be reasonably necessary to make an informed
determination of whether the Plan should be implemented or continued and whether
payments should be authorized or ratified. In fulfilling their duties under this
Section, the Trustees of the Trust should consider and give appropriate weight
to all factors pertinent to the continued use of the Fund's assets for the Plan.
Minutes describing the factors considered and the basis for the Trustees'
decision to use the Fund's assets for the Plan must be made and preserved in
accordance with Rule 12b-1 under the 1940 Act.
10. STANDARD OF CARE, LIABILITY, INDEMNIFICATION. The Agent agrees to observe
the standard of care established in the Underwriting Agreement in effect for the
Fund, and the indemnification and liability provisions of said Underwriting
Agreement are hereby incorporated by reference into this Plan.
11. AMENDMENTS. The Plan may not be amended to materially increase the fee paid
to the Agent, except with the approval of a majority of the outstanding voting
securities of the Fund, and may not be amended in any other material respect
except with the approval of a majority of the Board of Trustees of the Trust,
including a majority of the Trustees who are not "interested persons," as
defined in the 1940 Act, of the Trust, cast in person at a meeting called for
the purpose of voting on such amendment to the Plan.
IN WITNESS WHEREOF, the Trust has executed this Plan as of
this ___ day of __________, 2000.
KIT XXXX STRATEGIC GROWTH FUND
By: KIT XXXX INVESTMENT TRUST
By:____________________________
Name:
Title:
KIT XXXX INVESTMENT ADVISORY
SERVICES, INC., as Agent
By:____________________________
Name:
Title:
