EX-99.23.m
THE BSG FUNDS
THE DIAMOND HILL FOCUS FUND PLAN OF DISTRIBUTION
PURSUANT TO RULE 12B-1
WHEREAS, The BSG Funds, an Ohio business trust (the "Trust"), engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest without par value (the "Shares"), which may be divided into
one or more series of Shares; and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Qualified Trustees"), having determined, in the
exercise of reasonable business judgment and in light of their fiduciary duties
under state law and under Section 36(a) and (b) of the 1940 Act, that there is a
reasonable likelihood that this Plan will benefit the Diamond Hill Focus Fund
(the "Fund") and the shareholders of the Fund, have approved this Plan by votes
cast in person at a meeting called for the purpose of voting hereon and on any
agreements related hereto;
NOW THEREFORE, the Trust hereby adopts this Plan for the Fund, in
accordance with Rule 12b-1 under the 1940 Act, on the following terms and
conditions:
1. DISTRIBUTION ACTIVITIES. Subject to the supervision of the Trustees of
the Trust, the Trust may, directly or indirectly, engage in any
activities related to the distribution of shares of the Fund, which
activities may include, but are not limited to, the following: (a)
payments, including incentive compensation, to securities dealers or
other financial intermediaries, financial institutions, investment
advisors and others that are engaged in the sale of Fund shares, or
that may be advising shareholders of the Trust regarding the purchase,
sale or retention of Fund shares, or that hold Fund shares for
shareholders in omnibus accounts or as shareholders of record or
provide shareholder support or administrative services to the Fund and
its shareholders; (b) payments made to securities dealers or other
financial intermediaries, financial institutions, investment advisors
and others that render shareholder support services not otherwise
provided by the Trust's transfer agent, including, but not limited to,
allocated overhead, office space and equipment, telephone facilities
and expenses, answering routine inquiries regarding the Trust,
processing shareholder transactions, and providing such other
shareholder services as the Trust may reasonably request; (c) expenses
of maintaining personnel (including personnel of organizations with
which the Trust has entered into agreements related to this Plan) who
engage in or support distribution of Fund shares; (d) costs of
preparing, printing and distributing prospectuses and statements of
additional information and reports of the Fund for recipients other
than existing shareholders of the Fund; (e) costs of formulating and
implementing marketing and promotional activities, including, but not
limited to, sales seminars, direct mail promotions and television,
radio, newspaper, magazine and other mass media advertising; (f) costs
of preparing, printing and distributing sales literature; (g) costs of
obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Trust may, from time to
time, deem advisable; and (h) costs of implementing and operating this
Plan. The Trust is authorized to engage in the activities listed
above, and in any other activities related to the distribution of Fund
shares, either directly or
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through other persons with which the Trust has entered into agreements
related to this Plan.
2. ANNUAL FEE. The Fund will pay the Fund's investment adviser ("the
Adviser") an annual fee for the Adviser's services in connection with
the sales and promotion of the Fund, including its expenses in
connection therewith (collectively, "Distribution Expenses"). The
annual fee paid to the Adviser under this Plan will be calculated
daily and paid monthly by the Fund on the first day of each month at
an annual rate of 0.25% of the average daily net assets of the shares
of the Fund. Payments received by the Advisor pursuant to this Plan
are in addition to fees paid by the Fund pursuant to the Management
Agreement.
TERM AND TERMINATION.
(a) This Plan shall become effective on June 30, 2000.
(b) Unless terminated as herein provided, this Plan shall continue in
effect for one year from the effective date and shall continue in
effect for successive periods of one year thereafter, but only so
long as each such continuance is specifically approved by votes
of a majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a meeting called for the
purpose of voting on such approval.
(c) This Plan may be terminated at any time by the vote of a majority
of the Rule 12b-1 Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the
shares of the Fund. If this Plan is terminated, the Fund will not
be required to make any payments for expenses incurred after the
date of termination.
4. AMENDMENTS. All material amendments to this Plan must be approved in
the manner provided for annual renewal of this Plan in Section 3(b)
hereof. In addition, this Plan may not be amended to increase
materially the amount of expenditures provided for in Section 2 hereof
unless such amendment is approved by a vote of the majority of the
outstanding voting securities of the shares of the Fund (as defined in
the 1940 Act).
5. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect,
the selection and nomination of Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust shall be committed
to the discretion of the Trustees who are not interested persons of
the Trust.
6. QUARTERLY REPORTS. The Treasurer of the Trust shall provide to the
Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and any related
agreement and the purposes for which such expenditures were made.
7. RECORDKEEPING. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof,
for a period of not less than six years from the date of this Plan,
the agreements or such reports, as the case may be, the first two
years in an easily accessible place.
8. LIMITATION OF LIABILITY. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of the State of Ohio
and notice is hereby given that this Plan is executed on behalf of the
Trustees of the Trust as trustees and not individually and that the
obligations of this instrument are not binding upon the Trustees, the
shareholders of the Trust individually or the assets or property of
any other series of the Trust, but are binding only upon the assets
and
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property of the Fund.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed as of the
date set forth below.
Date: As of June 30, 2000
The BSG Funds
/S/ LISA R. HUNTER
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Lisa R. Hunter, Treasurer and Secretary
