PLAN OF DISTRIBUTION
PURSUANT TO RULE 12b-1
WHEREAS, T.O. Richardson Trust (the "Trust") and its series portfolio,
the T.O. Richardson Index Rotation Fund (the "Fund"), a business trust organized
under the laws of the Commonwealth of Massachusetts, 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 shares of common stock (the
"Shares"); and
WHEREAS, the Board of 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 "Rule 12b-1 Trustees"),
having determined, in the exercise of reasonable business judgment and in light
of their fiduciary duties under state law and under Sections 36(a) and (b) of
the 1940 Act, that there is a reasonable likelihood that this Plan will benefit
the Trust and its shareholders, 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 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, which activities may include, but are not
limited to, the following: (a) payments to securities dealers and others,
including the Underwriter and its affiliates, who are engaged in the sale of
Shares and who may be advising shareholders of the Trust regarding the purchase,
sale or retention of Shares; (b) 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 Shares or who
render shareholder support services not otherwise provided by the Trust's
transfer agent, including, but not limited to, 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) formulating and implementing
of marketing and promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and other mass media
advertising; (d) preparing, printing and distributing sales literature; (e)
preparing, printing and distributing prospectuses and statements of additional
information and reports of the Trust for recipients other than existing
shareholders of the Trust; and (f) obtaining such
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information, analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable. The Trust is
authorized to engage in the activities listed above, and in any other activities
related to the distribution of Shares, either directly or through other persons
with which the Trust entered into agreements related to this Plan.
2. Compensation. The compensation to be made by the Trust pursuant to
this Plan shall be determined by the Trustees of the Trust, but such
compensation may not exceed in any fiscal year an amount calculated at the rate
of 0.25% of the average daily net assets of the Trust. Such payments for
distribution activities may be made directly by the Trust. In the event the Plan
is terminated, the Trust will not be required to make any payments for expenses
incurred after the date the plan terminates.
3. Term and Termination. (a) This Plan shall become effective on the
date hereof. Unless terminated as herein provided, this Plan shall continue in
effect for one year from the date hereof 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 Rule 12b-1 Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time by 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 Trust.
4. Amendments. 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
Trust (as defined in the 1940 Act), and no material amendment to this Plan shall
be made unless approved in the manner provided for annual renewal of this Plan
in Section 3(a) hereof.
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.
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Dated: June 5, 2000
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