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EXHIBIT 23(M)(2)
AMENDED AND RESTATED
PLAN OF DISTRIBUTION
PURSUANT TO RULE 12B-1
MONUMENT SERIES FUND
CLASS B SHARES
SEPTEMBER 22, 2000
I. INTRODUCTION
This Plan sets out the terms and conditions by which Monument Series
Fund, a Delaware business trust (the "Fund"), may, in effect, act as distributor
of the shares of which it is the issuer, pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Act"), with respect to those classes of
shares designated as Class B Shares.
The Board of Trustees ("Board") of the Fund, including all of the
Independent Trustees (as defined in this Plan), has approved this Plan on behalf
of the Class B Shares of each series of the Fund listed on Schedule A hereto
(each, a "Series," collectively, "Series"), which may be amended from time to
time in accordance with this Plan ("Schedule A"). The Board approved this Plan,
with respect to the Class B Shares of each Series, at an in-person meeting, held
on September 24, 1999, that was called for the purpose of voting on this Plan.
The Board amended this Plan at an in-person meeting held on September 22, 2000.
In approving this Plan, the Board concluded, in the exercise of
reasonable business judgment, and in light of its fiduciary duties under
applicable law, including state law and Sections 36(a) and (b) of the Act, that
there is a reasonable likelihood that the Plan will benefit the Class B Shares
of each Series and the shareholders those Series.
II. AUTHORIZED PAYMENTS
The Fund, on behalf of the Class B Shares of each Series, shall pay as
compensation to the Distributor an "Allocable Portion" of a distribution fee
("Distribution Fee") to the principal underwriter and distributor of the shares
of the Series ("Distributor"), for the activities and expenses described in
Section III. below. The maximum Distribution Fee payable by the Fund, on behalf
of each Series, is 1.00% on an annualized basis of the average daily net assets
of the Class B Shares of each Series. Of that 1.00%, the Series shall pay a fee
for distribution of Class B Shares of 0.75%, and a service fee of 0.25%.
The Distributor shall be paid its Allocable Portion of such Distribution
Fees notwithstanding the Distributor's termination as Distributor of the Class B
shares of the Series, such payments to be changed or terminated only as required
by: (i) a change in applicable law or a change in accounting policy adopted by
the Investment Companies Committee of the AICPA and approved by FASB that
results in a determination by the Fund's independent accountants
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that any Sales Charges in respect of such Fund, which are not Contingent
Deferred Sales Charges and which are not yet due and payable, must be accounted
for by such Fund as a liability in accordance with GAAP, each after the
effective date of this Plan and restatement; (ii) if in the sole discretion of
the Board of Trustees, after due consideration of the relevant factors
considered when adopting and/or amending this Plan including the transactions
contemplated in that certain Purchase and Sale Agreement entered into between
the Fund's Distributor and the commission financing entity, the Board of
Trustees determines, subject to its fiduciary duty, that this Plan and the
payments thereunder must be changed or terminated notwithstanding, the effect
this action might have on the Fund's ability to offer and sell Class B shares;
or (iii) in connection with a Complete Termination of this Plan, it being
understood that for this purpose a Complete Termination of this Plan occurs only
if this Plan is terminated and the Series has discontinued the distribution of
Class B shares or other back-end load or substantially similar classes of
shares. The services rendered by a Distributor for which that Distributor is
entitled to receive its Allocable Portion of the Distribution Fee shall be
deemed to have been completed at the time of the initial purchase of the
Commission Shares (as defined in the Applicable Distribution Agreement) (whether
of that Series or a second series) taken into account in computing that
Distributor's Allocable Portion of the Distribution Fee.
The Series' obligation to pay the Distribution Fee to the Distributor of
the Class B shares of the Series shall be absolute and unconditional and shall
not be subject to any dispute, offset, counterclaim or defense whatsoever (it
being understood that nothing in this sentence shall be deemed a waiver by the
Fund or the Series of its right separately to pursue any claims it may have
against such Distributor and enforce such claims against any assets (other than
its right to be paid its Allocable Portion of the Distribution Fee and to be
paid the contingent deferred sales charges) of such Distributor).
The right of a Distributor to receive the Distribution Fee (but not the
relevant distribution agreement or that Distributor's obligations thereunder)
may be transferred by that Distributor in order to raise funds which may be
useful or necessary to perform its duties as principal underwriter, and any such
transfer shall be effective upon written notice from that Distributor to the
Fund. In connection with the foregoing, the Series is authorized to pay all or
part of the Distribution Fee directly to such transferee as directed by that
Distributor.
The average daily net assets of the Class B Shares of each Series will
be computed in the manner described in the then-current prospectus for the
Series, as effective under the Securities Act of 1933. Each Series will accrue
the Distribution Fee daily, as appropriate, and will pay the Fee monthly or at
such other intervals as the Board, in its sole discretion, determines to be in
the best interests of the Series. Subject to maximum limit set forth above, the
Fund, on behalf of a Series, may pay the Distribution Fee for activities and
expenses borne in the past in connection with its shares as to which no
Distribution Fee was paid on account of such limitation.
III. ACTIVITIES AND EXPENSES
The Fund, on behalf of each Series, may use some or all of the
Distribution Fee to finance, directly or indirectly, any activity or expense
that is primarily intended to result in the
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sale of shares of the Class B Shares of the Series (within the meaning of Rule
12b-1(a)(2) under the Act), including, for example:
(a) compensation to and expenses, including overhead and telephone
expenses, of employees of Distributor who engage in the
distribution of the Class B Shares of the Series;
(b) printing and mailing of prospectuses, statements of additional
information, and periodic reports to prospective shareholders of
Class B Shares of the Series;
(c) expenses relating to the development, preparation, printing, and
mailing of advertisements, sales literature, and other
promotional materials describing and/or relating to Class B
Shares of the Series;
(d) compensation to financial intermediaries and broker-dealers to
pay or reimburse them for their services or expenses in
connection with the distribution of Class B Shares of the
Series;
(e) expenses of holding seminars and sales meetings designed to
promote the distribution of Class B Shares of the Series;
(f) expenses of obtaining information and providing explanations to
prospective shareholders of Class B Shares of the Series
regarding its investment objectives and policies and other
information pertaining to it, including its performance;
(g) expenses of training sales personnel offering and selling the
Series's Class B Shares; and
(h) expenses of personal services and/or maintenance of shareholder
accounts with respect to Class B Shares of the Series.
IV. TERM AND TERMINATION
A. Term. The Plan shall take effect, with respect to the Class B
Shares of each Series, as of the effective date ("Effective Date") set out next
to the name of the Series on Schedule A. The Plan shall remain in effect, with
respect to the Class B Shares of each Series, for a period of more than one year
after the Effective Date, only for so long as its continuance is specifically
approved, along with any related agreement(s), at least annually by vote of a
majority (or whatever greater or lesser percentage that may, from time to time,
be required by Section 12(b) of the Act and/or the rules thereunder, as
administered by the Securities and Exchange Commission ("SEC")) of both (a) the
Board, and (b) the Independent Trustees, cast in person, at a meeting called for
the purpose of voting on the Plan and any related agreement(s).
B. Termination. The Plan may be terminated at any time, with
respect to each Series, by vote of a majority of the Independent Trustees or by
vote of a majority of the
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outstanding Class B voting securities of that Series. If this Plan is
terminated, the obligation of the Fund, on behalf of a Series, to make payments
pursuant to this Plan shall also cease and the Fund shall not be required to
make any payments beyond the termination date even with respect to expenses
incurred prior to the termination date.
V. REPORTS TO BOARD
Distributor shall provide to the Trustees and the Trustees shall review,
at least quarterly, a written report of the amounts of the Distribution Fee
expended and the purposes for which such expenditures were made.
VI. AMENDMENT OF PLAN
The Plan may not be amended, with respect to any Series, to materially
increase the amount of the Distribution Fee permitted by Section II. of this
Plan until such amendment has been approved by a vote of at least the majority
of the outstanding voting securities of the Class B Shares of that Series. All
material amendments to the Plan must be approved in the manner described in
Section IV.A above.
VII. SELECTION OF DIRECTORS
To the extent required by Rule 12b-1(c) under the Act, or any successor
provision, as administered by the SEC, while the Plan is in effect, the
selection and nomination of the Independent Trustees shall be committed solely
to the discretion of the Independent Trustees then in office.
VIII. RECORDS
The Fund shall preserve copies of the Plan, any related agreements and
all reports made pursuant to Section V of this Plan, for a period of not less
than six years from the date of the Plan, any such agreement, or any such
report, as the case may be. During the first two years, these records must be
stored in an easily accessible place.
IX. AGREEMENTS RELATED TO PLAN
Any agreement related to the Plan shall be in writing, and shall
provide, with respect to the Class B Shares of each Series, that:
(a) the agreement may be terminated at any time, without the payment
of any penalty, by vote of a majority of the Independent
Trustees, or by a majority of the
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outstanding voting securities of that Series, on not more than
sixty (60) days' written notice;
(b) the agreement shall automatically terminate in the event of its
assignment; and
(c) the agreement shall continue in effect for a period of more than
one year from the date of its execution or adoption only so long
as such continuance is specifically approved at least annually
by the Board and the Independent Trustees, in the manner
described in Section IV.A., above.
X. TERMINOLOGY
As used in this Plan, the terms "assignment," "interested person," and "majority
of the outstanding voting securities" 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 SEC. The term "Independent Trustees" shall
mean those Trustees of the Fund who are not "interested persons" of the Fund (as
that term is defined by Section 2(a)(19) of the Act) and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related thereto.
Adopted as of October 1, 1999
Amended as of September 22, 2000
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SCHEDULE A
June 30, 2000
This Schedule is an integral part of the Plan Of Distribution Pursuant
To Rule 12b-1 of Monument Series Fund Class B Shares. Capitalized terms used in
this Schedule have the same meaning as given to them in the Agreement, except as
otherwise noted.
<TABLE>
<CAPTION>
Name Of Series Effective Date
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<S> <C>
Monument Internet Fund October 1, 1999
Monument Medical Sciences Fund October 1, 1999
Monument Telecommunications Fund October 1, 1999
Monument Digital Technology Fund June 30, 2000
Monument New Economy Fund June 30, 2000
</TABLE>
