AMENDED AND RESTATED
RULE 18f-3 PLAN
OF
DLJ SELECT FUNDS
(formerly "DLJdirect Mutual Funds")
1. THIS PLAN, as it may be amended from time to time, is the written plan (the
"Plan") contemplated by Rule 18f-3(d) under the Investment Company Act of 1940,
as amended (the "1940 Act"), in connection with the issuance and distribution of
multiple classes of shares representing interests in the same portfolio of
securities of each of DLJ Select Technology Fund ("Technology Fund") and DLJ
Select Strategic Growth Fund ("Growth Fund", and collectively with any other
future series of DLJ Select Funds, the "DLJ Select Funds" and each, a "Fund").
2. DLJ Select Funds may issue multiple classes of shares, subject to such
front-end sales loads, contingent deferred sales loads, redemption fees, and
waivers therefrom, each up to the maximum limit and to the maximum extent
permitted by the rules and regulations of the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., as such rules and
regulations may be amended from time to time, as may be described in DLJ Select
Funds' Registration Statement from time to time as such changes may be approved
by the Board of Trustees.
3. Each class shall have a different arrangement for shareholder services or the
distribution of shares or both, and shall pay the expenses of that arrangement,
except for Class D shares of a Fund which shall have no arrangement. Each class
may pay a different share of other expenses, not including advisory or custodial
fees or other expenses related to the management of a Fund's assets, if these
expenses are actually incurred in a different amount by that Class, or if the
Class receives services of a different kind or to a different degree than other
Classes of the same Fund ("Other Class Expenses").
4. Each class may pay a different advisory fee to the extent that any difference
in amount paid is the result of the application of the same performance fee
provisions in the advisory contract of DLJ Select Funds to the different
investment performance of each class.
5. Each class shall have exclusive voting rights on any matter submitted to
shareholders that relates solely to its arrangement.
6. Each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class.
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7. Each class shall have in all other respects the same rights and obligations
as each other class.
8. Expenses may be waived or reimbursed by DLJ Select Funds' adviser,
underwriter, or any other provider of services to DLJ Select Funds.
9. Other Class Expenses may include only (i) transfer agency fees attributable
to a specific Class; (ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and proxies to
current shareholders of a specific Class; (iii) blue sky registration fees
incurred by a Class; (iv) registration fees of the Securities and Exchange
Commission (the "Commission") incurred by a Class; (v) the expenses of
administrative personnel and services as required to support the shareholders of
a specific Class; (vi) litigation or other legal expenses relating solely to one
Class; and (vii) Trustees' fees incurred as a result of issues relating to one
Class.
10. Income, realized and unrealized capital gains and losses, and expenses of
DLJ Select Funds not allocated to a particular class, except as set forth above,
shall be allocated to each class on the basis of the net asset value of that
class in relation to the net asset value of DLJ Select Funds.
11. On an ongoing basis, the Trustees, pursuant to their fiduciary
responsibilities under the Act and otherwise, will monitor each Fund for the
existence of any material conflicts among the interests of its several Classes.
The Trustees, including a majority of the Independent Trustees, shall take such
action as is reasonably necessary to eliminate any such conflicts that may
develop. DLJ Asset Management Group, Inc. (the "Adviser") and Donaldson, Lufkin
& Jenrette Securities Corporation (the "Distributor") will be responsible for
reporting any potential or existing conflicts to the Trustees. If a conflict
arises, the Adviser and the Distributor will be responsible at their own cost
for remedying such conflict by appropriate steps up to and including the
establishment of a new registered management investment company.
12. The Trust's plans adopted under Rule 12b-1 under the Act (the "Rule 12b-1
Plan") provide that the Trustees will receive quarterly and annual statements
complying with paragraph (b)(3)(ii) of Rule 12b-1, as it may be amended from
time to time. In the statements, only distribution expenditures properly
attributable to the sale of a Class will be used to support the Rule 12b-1 fee
charged to shareholders of such Class. Expendi tures not related to the sale of
a specific Class will not be presented to the Trustees to support Rule 12b-1
fees charged to shareholders of such Class. The statements, including the
allocations upon which they are based, will be subject to the review and
approval of the Independent Trustees in the exercise of their fiduciary duties.
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13. Dividends paid by a Fund with respect to each Class, to the extent any
dividends are paid, will be calculated in the same manner, at the same time and
on the same day and will be in the same amount, except that fee payments made
under the Rule 12b-1 Plan relating to the Classes will be borne exclusively by
each Class and except that any Class Expenses may be borne by the applicable
Class.
14. For purposes of expressing an opinion on the financial statements of a Fund,
the methodology and procedures for calculating the net asset value and
dividends/distributions of the Fund's several classes and the proper allocation
of income and expenses among such classes will be examined annually by the
Fund's independent auditors who, in performing such examination, shall consider
the factors set forth in the relevant auditing standards adopted from time to
time by the American Institute of Certified Public Accountants.
15. Each DLJ Select Fund may be offered with an exchange privilege providing
that securities of the class may be exchanged for certain securities of another
DLJ Select Fund or a fund advised by DLJ Select Funds' investment advisers or
whose securities are distributed by DLJ Select Funds' distributor or otherwise.
16. Each DLJ Select Fund may be offered with a conversion feature providing that
shares of one class (the "Purchase Class") will be exchanged automatically for
shares of another class (the "Target Class") after a specified period of time,
provided that such conversion will be effected on the basis of the relative net
asset values of the two classes without the imposition of any sales load, fee or
other charge and that the expenses, including payments authorized under a Rule
12b-1 plan for the Target Class are not higher than the expenses, including
payments authorized under a Rule 12b-1 plan, for the Purchase Class; and, if the
amount of expenses, including payments authorized under a Rule 12b-1 plan, for
the Target Class are increased materially without approval of the shareholders
of the Purchase Class, DLJ Select Funds will establish a new Target class for
the Purchase Class on the same terms as applied to the Target Class before that
increase.
17. Each DLJ Select Fund may offer a conversion feature providing that shares of
a class in which an investor is no longer eligible to participate may be
converted to shares of a class in which such investor is eligible to participate
provided that such investor is given notice of the proposed conversion either at
the time of purchase or subsequently and the conversion is effected on the basis
of the relative net asset values of the two classes without the imposition of a
sales load, fee or other charge.
18. Terms of the Classes
A. Each Fund offers one class of shares, to be redesignated as Class R
upon approval of this Plan. Further, upon approval of this Plan,
each Fund will
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offer three additional classes of shares (each, a "Class"),
designated Class A, Class B and Class C and the DLJ Technology Fund
will offer a fourth additional class of shares, designated Class D.
Each Fund reserves the right to issue additional classes.
B. Class A shares are offered subject to a front-end sales load of up
to 5.75% of the offering price of the DLJ Select Funds; provided,
however, that such front-end sales charges may be waived in certain
circumstances described in the Prospectus. Each Fund's Class A
Shares are subject to a management fee as described in the
Prospectus, and a Rule 12b-1 fee of .25 of 1% per year of the
average daily net assets of the Class A shares of such Fund
consisting of distribution payments and/or service fees of .25 of 1%
per year of the average daily net assets of the Class A shares of
such Fund.
C. Each Fund's Class B shares are offered subject to a contingent
deferred sales charge of 4% if redeemed within 1 year after
purchase, 3% if redeemed more than 1 year but less than 2 years of
purchase, 2% if redeemed more than 2 years but less than 3 years
after purchase, and 1% if redeemed more than 3 years but less than 4
years after purchase and 0% if redeemed more than 4 years after
purchase; provided, however, that such contingent deferred sales
charge may be waived in certain circumstances described in the
Prospectus. Each Fund's Class B shares are subject to a management
fee as described in the Prospectus and a Rule 12b-1 fee at an annual
rate of 1.00% per year of the average daily net assets of the Class
B shares of such Fund consisting of (i) an asset-based sales charge
of .75 of 1% per year of the average daily net assets of the Class B
shares of such Fund and (ii) a service fee of .25 of 1% per year of
the average daily net assets of the Class B shares of such Fund.
D. Each Fund's Class C shares will be offered subject to a contingent
deferred sales charge of 1% if redeemed within 1 year after purchase
and 0% if redeemed more than 1 year after purchase; provided,
however, that such contingent deferred sales charge may be waived in
certain circumstances described in the Prospectus. Each Fund's Class
C shares will be subject to a management fee as described in the
Prospectus and a Rule 12b-1 fee at an annual rate of 1.00% per year
of the average daily net assets of the Class C shares of such Series
consisting of (i) an asset-based sales charge of .75 of 1% per year
of the average daily net assets of the Class C shares of such Fund
and (ii) a service fee of .25 of 1% per year of the average daily
net assets of the Class C shares of such Fund.
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E. Class D shares of the Fund offering such shares are not subject to
any sales charges, distribution fees, or service fees.
F. Each Fund's Class R shares will be offered without a front-end sales
load or a contingent deferred sales charge but will be subject to a
Rule 12b-1 fee at an annual rate of .25 of 1% of the average daily
net assets of the Class R shares of such Fund. The Growth Fund's
shares are subject to a Management fee of .75% of its first $500
million with such amount reduced to .625% of such Fund's average
daily net assets over $500 million on an annualized basis. The
Technology Fund's shares are subject to a Management fee of .875% of
its first $500 million, .750% of its next $500 million and .625% of
its next $1 billion.
G. Except for shares acquired through reinvestment of dividends, each
Fund's Class B shares held for 8 years after purchase will be
automatically converted into Class A shares of such Fund.
H. Shares of one Class of a Fund can be converted to the same Class of
the other DLJ Select Fund or exchanged for shares of the DLJ U.S.
Government Money Fund or DLJ Municipal Money Fund or for shares of
the same class of other DLJ Opportunity Funds or DLJ Focus Funds,
where legally permissible and as described in the Prospectus.
19. Class R shares are not subject to a front-end sales load. Class R shares are
subject to a Rule 12b-1 fee at an annual rate of .25 of 1% of the average daily
net assets of the Class R shares of such Series.
20. This Plan is hereby approved by a majority of the Trustees of DLJ Select
Funds, including a majority of the Trustees who are not interested persons of
each DLJ Select Fund (collectively, the "Trustees"). The Trustees have found
that this Plan, including the expense allocation, is in the best interests of
DLJ Select Funds. The Trustees have made this determination after requesting and
evaluating such information as may be reasonably necessary to evaluate this
Plan.
Approved __________, 2000.
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