XXXXXX TAX-FREE INCOME TRUST
CLASS M
AMENDED AND RESTATED
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan
for the Class M shares of each portfolio series (each a "Fund" and
collectively the "Funds") of Xxxxxx Tax-Free Income Trust, 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 Mutual
Funds Corp. ("PMF"). During the effective term of this Plan, the Trust
may incur expenses on behalf of each Fund primarily intended to result
in the sale of its Class M shares upon the terms and conditions
hereinafter set forth:
Section 1. The Trust shall pay to PMF a monthly fee from the assets
attributable to Class M shares of each Fund at the annual rate of 1.00%
of the average net assets attributable to the Class M shares of such
Fund, as determined at the close of each business day during the month,
to compensate PMF for services provided and expenses incurred by it in
connection with the offering of such Fund's Class M shares, which may
include, without limitation, the payment by PMF to investment dealers of
commissions on the sale of such Fund's Class M shares, as set forth in
the then current Prospectus or Statement of Additional Information of
such Fund 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 PMF and investment dealers. Such fees shall
be payable for each month within 15 days after the close of such month.
A majority of the Qualified Trustees, as defined below, may, from time
to time, reduce the amount of such payments, or may suspend the
operation of the Plan with respect to any Fund for such period or
periods of time as they may determine.
Section 2. This Plan shall not take effect with respect to a Fund
until:
(a) it has been approved by a vote of a majority of the outstanding
Class M shares of the Fund, but only if the Plan is adopted after the
commencement of any public offering of the Fund's Class M shares or the
sale of the Fund's Class M 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; and
(c) the Fund has received the proceeds of the initial public offering of
its Class M shares.
Section 3. This Plan shall not continue in effect with respect to any
Fund for a period of more than one year after it takes effect unless
such continuance is specifically approved at least annually in the
manner provided for approval of this Plan in Section 2(b).
Section 4. PMF 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 with respect to any Fund at any
time by vote of a majority of the Qualified Trustees or by vote of the
majority of the outstanding Class M shares of the Fund.
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 with respect to any Fund 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 M
shares of such Fund, 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 with respect to any Fund permitted
pursuant to Section 1 hereof without the approval of a majority of the
outstanding Class M shares of such Fund and all material amendments to
this Plan with respect to any Fund 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, and (b) the term
"majority of the outstanding Class M shares of the Fund" means the
affirmative vote, at a duly called and held meeting of Class M
shareholders of the relevant Fund, (i) of the holders of 67% or more of
the Class M shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the
outstanding Class M shares of such Fund 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 M shares of such Fund entitled to vote at
such meeting, whichever is less, and (c) the terms "assignment,"
"affiliated person," "interested person" and "promoter" 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 relevant Fund.
Executed as of April 1, 2000.
XXXXXX MUTUAL FUNDS CORP. XXXXXX TAX-FREE INCOME TRUST
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
By: -------------------------- By: ------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Managing Director Executive Vice President
Chief of Mutual Fund Business
