Exhibit 99.B(15)(b)
DISTRIBUTION PLAN
This PLAN, dated as of July 25, 1996 by and between TRAINER, XXXXXXX FIRST
MUTUAL FUNDS (the "Trust"), a Delaware business trust, on behalf of TRAINER,
XXXXXXX EMERGING GROWTH FUND (the "Fund"), a separate series of shares of the
Trust, and FUND/PLAN BROKER SERVICES, INC. ("FPBS"), a Delaware corporation.
WITNESSETH:
WHEREAS, the Trust is an open-end, management investment company registered
under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust is authorized to issue any number of separate series of
shares as deemed appropriate by the Trust; and
WHEREAS, it has been proposed the Fund make payments to FPBS out of the
Fund's net assets for distribution services rendered to the Fund; and
WHEREAS, the Fund intends to distribute its shares of beneficial interest
("shares") in accordance with Rule 12b-1 under the Act, and desires to adopt
this Distribution Plan pursuant to such Rule; and
WHEREAS, the Fund's Board of Trustees, in considering whether the Fund
should adopt and implement a written plan, has evaluated such information as it
deemed necessary to an informed determination as to whether a written plan
should be adopted and implemented and has considered such pertinent factors as
it deemed necessary to form the basis for a decision to use assets of the Fund
for such purposes and has determined that there is a reasonable likelihood that
adoption and implementation of a plan will benefit the Fund and its
shareholders;
NOW, THEREFORE, the Fund hereby adopts this Distribution Plan ((hereinafter
referred to as the "Plan") in accordance with Rule 12b-1 under the Act, and the
parties hereto agree to the following terms and conditions of the Plan:
1. The Fund will reimburse FPBS for costs and expenses incurred in
connection with the distribution and marketing of shares of the Fund and
servicing of Fund shareholders. Such distribution and servicing costs and
expenses may include (1) printing and advertising expenses; (2) payments to
employees or agents of FPBS who engage in or support distribution of the Fund's
shares, including salary, commissions, travel and related expenses; (3) the
costs of preparing, printing and distributing prospectuses and reports to
prospective investors; (4) expenses of organizing and conducting sales seminars;
(5) expenses related to selling and
servicing efforts, including processing new account applications, transmitting
customer transaction information to the Fund's transfer agent and answering
questions of shareholders; (6) payments of fees to one or more broker-dealers
(which may include FPBS itself), financial institutions or other industry
professionals, such as investment advisers, accountants and estate planning
firms (severally, a "Service Organization"), in respect of the average daily
value of the Fund's shares owned by shareholders for whom the Service
Organization is the dealer of record or holder of record, or owned by
shareholders with whom the Service Organization has a servicing relationship;
(7) costs and expenses incurred in implementing and operating the Plan; and (8)
such other similar services as the Fund's Board of Trustees determines to be
reasonably calculated to result in the sale of Fund shares.
2. FPBS will receive a fee monthly for such costs, expenses or payments at
an annual rate of up to but not more than 0.50% of the average daily net assets
of the Fund. In the event the Plan is terminated as herein provided, the Fund
shall have no liability for expenses that were not reimbursed as of the date of
termination.
3. The Fund or the Investment Adviser to the Fund shall, from time to
time, furnish or otherwise make available to FPBS such financial reports, proxy
statements and other information relating to the business and affairs of the
Fund as FPBS may reasonably require in order to discharge its duties and
obligations hereunder.
4. Nothing herein contained shall be deemed to require the Fund to take
any action contrary to its Articles of Association or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by which is bound,
or relieve or deprive the Board of Trustees of Fund of the responsibility for
and control of the affairs the Fund.
5. This Plan shall become effective upon approval by a vote of at least a
"majority of the outstanding voting securities of the Fund," and upon approval
by a vote of the Trustees of the Fund and of those Trustees who have no direct
or indirect financial interest in the Plan or in any agreements related to the
Plan (the "Disinterested Trustees") cast in person at a meeting called for the
purpose of voting on the Plan.
6. This Plan shall remain in effect until and from year to year
thereafter; provided, however, that such continuance is subject to approval
annually by a vote of the Trustees of the Fund and of the Disinterested Trustees
cast in person at a meeting called for the purpose of voting on this Plan. If
such annual approval is not obtained, the Plan shall expire 12 months after the
date of the last approval. This Plan may be amended at any time by the Board of
Trustees; provided that (a) any amendment to increase materially the amount to
be spent for
the services described herein shall be effective only upon approval by a vote of
a majority of the outstanding shares of the Fund and (b) any material amendments
of this Plan shall be effective only upon approval in the manner provided in the
first sentence in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Disinterested Trustees or by a vote of a
majority of the outstanding voting securities of the Fund, and shall
automatically terminate in the event of its assignment.
8. Nothing herein contained shall limit the freedom of FPBS or an
"affiliated person" of FPBS, to act as distributor for other persons, firms or
corporations or to engage in other business activities.
9. Neither FPBS nor any of its employees or agents is authorized to make
any representations concerning the shares except those contained in the then
current Prospectus or Statement of Additional Information of the Fund.
10. FPBS shall use its best efforts in rendering services hereunder, but
in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations hereunder, FPBS shall not be liable to the Fund or
any of its shareholders for any error of judgment or mistake of law of for any
act or omission or for any losses sustained by the Fund or its shareholders
resulting therefrom.
11. FPBS shall provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written report of
the amounts expended pursuant to the Plan and the purposes for which such
expenditures were made. Such written report shall be in a form satisfactory to
the Fund and shall supply all information necessary for the Board to discharge
its responsibilities, including its responsibilities pursuant to Rule 12b-1.
12. While this Plan is in effect, the selection and nomination of
Disinterested Trustees shall be committed to the discretion of the Trustees who
are not interested persons.
13. The Fund shall preserve copies of this Plan, any related agreements,
and all reports made pursuant to Section 11 hereof for a period of not less than
six years from the date of this Plan or any such agreement or report, as the
case may be, the first two years in an easily accessible place.
14. The provisions hereof shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
construed in accordance with the laws of the State of Delaware and the
applicable provisions of the Act. To the extent the applicable law of the State
of Delaware or any of the provisions herein conflicts with the
applicable provisions of the Act, the latter shall control.
15. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise the remainder of the Plan shall be affected
thereby.
16. For the purposes of this Plan, the terms "interested person,"
"assignment," "affiliated person" and "majority of the outstanding voting
securities" are used as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Plan to be signed
by the respective officers thereunto duly authorized and their respected
corporate seals to be hereunto affixed, as of the day and year first above
written.
TRAINER, XXXXXXX FIRST MUTUAL FUNDS
By
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FUND/PLAN BROKER SERVICES, INC.
By
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