XXXXXX EQUITY INCOME FUND
CLASS R
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan
for the Class R shares of Xxxxxx Equity Income 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 15, 2002.
XXXXXX RETAIL MANAGEMENT XXXXXX EQUITY INCOME FUND
LIMITED PARTNERSHIP
By: XXXXXX RETAIL MANAGEMENT
GP, INC.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
By: By:
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Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
President Executive Vice President
