E:\AGREEMENTS\12B1_PLANS_AND_SCHED\Class T FV and CTFR.doc
XXXXXXX TAX-FREE RESERVES MONEY MARKET
AND
XXXXXXX FIRST GOVERNMENT MONEY MARKET FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
CLASS T
AS PERMITTED BY RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS DISTRIBUTION PLAN ("PLAN"), AS
HEREINAFTER SET FORTH, THE ABOVE-REFERENCED FUNDS (EACH, "FUND") MAY INCUR
CERTAIN EXPENDITURES TO PROMOTE THE FUND AND FURTHER THE DISTRIBUTION OF SHARES
OF FUND.
1. PAYMENT OF DISTRIBUTION EXPENSES. (A) THE FUND MAY INCUR EXPENDITURES FOR
CERTAIN EXPENSES ASSOCIATED WITH THE DISTRIBUTION OF ITS SHARES. SUCH
DISTRIBUTION EXPENSES INCLUDE, BUT NEED NOT BE LIMITED TO: THE COST OF PRINTING
AND MAILING PROSPECTUSES, SALES LITERATURE AND OTHER RELEVANT MATERIAL TO OTHER
THAN CURRENT SHAREHOLDERS OF THE FUND; ADVERTISING AND PUBLIC RELATIONS; AND
PAYMENTS TO SALES PERSONNEL, BROKER-DEALERS AND OTHER THIRD PARTIES IN RETURN
FOR DISTRIBUTION ASSISTANCE. PAYMENTS FOR DISTRIBUTION EXPENSES INCURRED BY THE
FUND PURSUANT TO THIS PLAN MAY BE MADE DIRECTLY OR INDIRECTLY; HOWEVER, ALL
AGREEMENTS WITH ANY PERSON RELATING TO THE IMPLEMENTATION OF THIS PLAN SHALL BE
IN WRITING, AND SUCH AGREEMENTS SHALL BE SUBJECT TO TERMINATION, WITHOUT
PENALTY, PURSUANT TO THE PROVISIONS OF PARAGRAPH 2(C) OF THIS PLAN.
(B) DISTRIBUTION EXPENSES SHALL BE PAID ACCORDING TO THE ATTACHED SCHEDULE
I.
(C) NOTHING IN THIS PLAN SHALL OPERATE OR BE CONSTRUED TO LIMIT THE EXTENT
TO WHICH THE FUND'S INVESTMENT ADVISOR OR ANY OTHER PERSON, OTHER THAN THE FUND,
AT ITS EXPENSE APART FROM THIS PLAN, MAY INCUR COSTS AND PAY EXPENSES ASSOCIATED
WITH THE DISTRIBUTION OF FUND SHARES.
2. EFFECTIVE DATE AND TERM. (A) THIS PLAN SHALL BECOME EFFECTIVE UPON
APPROVAL BY MAJORITY VOTES OF (I) THE BOARD OF TRUSTEES OF THE FUND AND THE
TRUSTEES WHO ARE NOT INTERESTED PERSONS WITHIN THE MEANING OF SECTION 2(A) (19)
OF THE INVESTMENT COMPANY ACT OF 1940 AND HAVE NO DIRECT OR INDIRECT FINANCIAL
INTEREST IN THE OPERATION OF THE PLAN OR IN ANY AGREEMENTS RELATED TO THE PLAN
(SUCH TRUSTEES ARE HEREINAFTER REFERRED TO AS "QUALIFIED TRUSTEES"), CAST IN
PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING ON THIS PLAN, AND (II) THE
OUTSTANDING VOTING SECURITIES OF THE FUND.
B) THIS PLAN SHALL REMAIN IN EFFECT FOR ONE YEAR FROM ITS ADOPTION DATE
AND MAY CONTINUE IN EFFECT THEREAFTER IF THIS PLAN IS APPROVED AT LEAST ANNUALLY
BY A MAJORITY VOTE OF THE TRUSTEES OF THE FUND, INCLUDING A MAJORITY OF THE
QUALIFIED TRUSTEES, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING
ON THE PLAN.
C). THIS PLAN MAY BE TERMINATED AT ANY TIME BY A MAJORITY VOTE OF THE
QUALIFIED TRUSTEES OR BY VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES
OF THE FUND OR, WITH RESPECT TO A PORTFOLIO, BY A VOTE OF A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES OF THAT PORTFOLIO.
3. REPORTS. THE PERSON AUTHORIZED TO DIRECT THE DISPOSITION OF MONIES
PAID OR PAYABLE BY THE FUND PURSUANT TO THE PLAN SHALL PROVIDE, ON AT LEAST A
QUARTERLY BASIS, A WRITTEN REPORT TO THE FUND'S BOARD OF TRUSTEES OF THE AMOUNTS
EXPENDED PURSUANT TO THIS PLAN OR ANY RELATED AGREEMENT AND THE PURPOSES FOR
WHICH SUCH EXPENDITURES WERE MADE.
4. SELECTION OF DISINTERESTED TRUSTEES. WHILE THIS PLAN IS IN EFFECT, THE
SELECTION AND NOMINATION OF THOSE TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE
FUND WITHIN THE MEANING OF SECTION 2(A)(19) OF THE INVESTMENT COMPANY ACT OF
1940 SHALL BE COMMITTED TO THE DISCRETION OF THE TRUSTEES THEN IN OFFICE WHO ARE
NOT INTERESTED PERSONS OF THE FUND.
5. EFFECT OF PLAN. THIS PLAN SHALL NOT OBLIGATE THE FUND OR ANY OTHER
PERSON TO ENTER INTO AN AGREEMENT WITH ANY PARTICULAR PERSON.
6. AMENDMENT. THIS PLAN MAY NOT BE AMENDED TO INCREASE MATERIALLY THE
AMOUNT AUTHORIZED IN PARAGRAPH L(B) HEREOF TO BE SPENT FOR DISTRIBUTION WITHOUT
APPROVAL BY A VOTE OF THE MAJORITY OF THE OUTSTANDING SECURITIES OF THE FUND OR,
WITH RESPECT TO A PORTFOLIO, BY A VOTE OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES OF THE PORTFOLIO. ALL MATERIAL AMENDMENTS TO THIS PLAN MUST BE
APPROVED BY A MAJORITY VOTE OF THE BOARD OF TRUSTEES OF THE FUND, AND OF THE
QUALIFIED TRUSTEES, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING
THEREON.
SCHEDULE I
CLASS T
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
CLASS T DISTRIBUTION PLAN EXPENSES INCURRED BY THE FUNDS SHALL BE PAID ACCORDING
TO THE FOLLOWING ANNUAL RATE, BASED ON THE CLASS T AVERAGE DAILY NET ASSETS IN
THAT FUND:
XXXXXXX TAX-FREE RESERVES MONEY MARKET PORTFOLIO 0.25%
XXXXXXX FIRST GOVERNMENT MONEY MARKET FUND 0.25%
