THE WESTPORT FUNDS
SHAREHOLDER SERVICE PLAN
November 25, 1997
This Shareholder Service Plan (the "Plan") is adopted by The Westport
Funds (the "Trust") with respect to the Class A shares of beneficial interest of
each Series of the Trust.
SECTION 1. ADMINISTRATOR
The Trust has entered into an Administration Agreement (the
"Agreement") with Countrywide Fund Services, Inc. ("Countrywide") whereby
Countrywide provides certain administrative services for the Trust.
SECTION 2. SERVICE AGREEMENTS; PAYMENTS
(a) Countrywide is authorized to enter into Shareholder Service
Agreements (the "Agreements"), the form of which shall be approved by the Board
of Trustees of the Trust (the "Board"), with financial institutions and other
persons who provide services for and maintain shareholder accounts ("Service
Providers") as set forth in this Plan.
(b) Pursuant to the Agreements, as compensation for the services
described in Section 4 below, Countrywide may pay the Service Provider, on
behalf of the Class A shares of each Series of the Trust, a fee at an annual
rate of up to 0.25% of the average daily net assets of the Class A shares of
each Series of the Trust represented by the Class A shareholder accounts for
which the Service Provider maintains a service relationship.
Provided, however, that the Trust shall not directly or indirectly pay
any amounts, whether Payments (as defined in the Agreements) or otherwise, that
exceed any applicable limits imposed by law or the National Association of
Securities Dealers, Inc.
(c) Each Agreement shall contain a representation by the Service
Provider that any compensation payable to the Service Provider in connection
with an investment in the Class A shares of a Series of the assets of its
customers (i) will be disclosed by the Service Provider to its customers, (ii)
will be authorized by its customers, and (iii) will not result in an excessive
fee to the Service Provider.
SECTION 3. SHAREHOLDER SERVICE FEE
Pursuant to this Plan, the Trust shall daily accrue and monthly pay
Countrywide a Shareholder Service Fee not to exceed the lessor of (i) 0.25% per
annum of the average daily net assets of the Class A shares of each Series of
the Trust or (ii) the combined Payments made by Countrywide with respect to the
Class A shares of each Series of the Trust for the month.
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SECTION 4. SERVICE ACTIVITIES
Service activities include (a) establishing and maintaining accounts
and records relating to clients of Service Provider; (b) answering shareholder
inquiries regarding the manner in which purchases, exchanges and redemptions of
Class A shares of the Trust may be effected and other matters pertaining to the
Trust's services; (c) providing necessary personnel and facilities to establish
and maintain shareholder accounts and records; (d) assisting shareholders in
arranging for processing purchase, exchange and redemption transactions; (e)
arranging for the wiring of funds; (f) guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder-designated accounts; (g) integrating periodic statements with other
shareholder transactions; and (h) providing such other related services as the
shareholder may request.
SECTION 5. AMENDMENT AND TERMINATION
(a) Any material amendment to the Plan shall be effective only upon
approval of the Board, including a majority of the trustees who are not
interested persons of the Trust as defined in the Investment Company Act of 1940
(the "Disinterested Trustees"), pursuant to a vote cast in person at a meeting
called for the purpose of voting on the amendment to the Plan.
(b) The Plan may be terminated without penalty at any time by a vote of
a majority of the Disinterested Trustees.
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