AYCO SERIES TRUST
PLAN PURSUANT TO RULE 18f-3 UNDER THE
INVESTMENT COMPANY ACT OF 1940
This Plan ("Plan") is adopted by the Ayco Series Trust ("Trust") pursuant
to Rule 18f-3 ("Rule") under the Investment Company Act of 1940, as amended
("Act"), and sets forth the general characteristics of, and the general
conditions under which the Trust may offer multiple classes of shares of its
current and hereafter created series (each a "Fund")1<F5>. This Plan is
intended to allow the Trust to offer multiple classes of shares to the full
extent and in the manner permitted by the Rule, subject to the requirements and
conditions imposed by the Rule.
CLASS DESIGNATIONS
Each Fund may from time to time issue one or more of the following classes
of shares: Class A shares and Class B shares. Each of the two classes of shares
will represent interests in the same portfolio of investments of the Fund and,
except as described herein, shall have the same rights and obligations as the
other class. Each class shall be subject to such investment minimums and other
conditions of eligibility as are set forth in the Trust's then-current
prospectus or statement of additional information ("Prospectus").
CLASS CHARACTERISTICS
Class A shares will be offered at a public offering price that is equal to
their net asset value ("NAV") without an initial sales charge or a contingent
deferred sales charge ("CDSC").
Class B shares will be offered at their NAV, without an initial sales
charge or a CDSC, but may be subject to a fee imposed in accordance with Rule
12b-1 2<F6> under the Act ("Rule 12b-1 fees"), as described in the Prospectus.
The Class A shares and Class B shares may subsequently be offered pursuant
to an initial sales charge and/or CDSC (each of which may be subject to
reduction or waiver) as permitted by the Act, and as described in the
Prospectus.
1<F5> The Trust does not initially plan to offer multiple classes of its
shares.
2<F6> As of the date of this Plan, the Trust has not adopted a Distribution
Plan pursuant to Rule 12b-1 under the Act for either class of shares.
EXPENSE ALLOCATIONS
Subject to the approval of a majority of the Trust's Board of Trustees,
including a majority of the independent trustees, the following "Class Expenses"
may, to the extent not required to be borne by the Manager, pursuant to the
Trust's Investment Management Agreement, be allocated on a class-by-class basis:
(a) printing and postage expenses related to preparing and distributing
materials such as shareholder reports, Prospectuses and proxy statements to
current shareholders of a specific class; (b) SEC registration fees incurred
with respect to a specific class; (c) (if any) foreign registration fees and
expenses incurred with respect to a specific class; (d) the expenses of
administrative personnel and services required to support shareholders of a
specific class; (e) litigation and other legal expenses relating to a specific
class; (f) Trustees' fees or expenses incurred as a result of issues relating to
a specific class of shares; (g) accounting and consulting expenses relating to a
specific class; (h) any fees imposed pursuant to a non-Rule 12b-1 shareholder
services plan that relate to a specific class; and (i) any additional expenses,
not including investment management fees, investment advisory fees, custodial
fees or other expenses relating to the management of the Trust's assets, if such
expenses are actually incurred in a different amount with respect to a class
that are of a different kind or to a different degree than with respect to one
or more other classes. The following expenses shall be allocated, to the extent
practicable, on a class-by-class basis: Rule 12b-1 fees, if applicable, payable
by the Trust to the distributor of the Trust's Class B shares.3<F7>
All expenses not hereafter designated as Class Expenses will be allocated
to each class on the basis of the net asset value of that class in relation to
the net asset value of the Fund.
However, notwithstanding the above, the Trust may allocate all expenses
other than Class Expenses on the basis of the relative net assets (settled
shares) of each class, as permitted by the Rule.
3<F7> As of the date of this Plan, the Trust has not adopted a Distribution
Plan pursuant to Rule 12b-1 under the Act for either class of shares.
Mercer Allied Company, L.P. serves as the distributor for the Trust's
shares.
WAIVERS AND REIMBURSEMENTS
The Manager or Distributor may choose to waive or reimburse Rule 12b-1 fees
or any Class Expenses on a voluntary basis. Such waiver or reimbursement may be
applicable to some or all of the classes and may be in different amounts for one
or more classes.
INCOME, GAINS AND LOSSES
Income and realized and unrealized capital gains and losses shall be
allocated to each class on the basis of the NAV of that class in relation to the
NAV of the Fund.
The Fund may allocate income and realized and unrealized capital gains and
losses to each share based on relative net assets (settled shares) of each
class, as permitted by the Rule.
CONVERSION AND EXCHANGE
The Class A shares and Class B shares shall not convert into another Class.
Subsequent classes of shares (each a "Converting Class") may automatically
convert into another class of shares ("Conversion Class"), subject to such terms
as may be approved by the Trustees.
In the event of any material increase in payments authorized under a
Distribution Plan (or, if presented to shareholders, any material increase in
payments authorized by a non-Rule 12b-1 shareholder services plan) applicable to
any Conversion Class, existing Converting Class shares will not be permitted to
convert into Conversion Class shares unless the Converting Class shareholders,
voting separately as a class, approve the material increase in such payments.
Pending approval of such increase, or if such increase is not approved, the
Trustees shall take such action as is necessary to ensure that existing
Converting Class shares are exchanged or converted into a new class of shares
("New Conversion Class") identical in all material respects to the Conversion
Class shares as they existed prior to the implementation of the material
increase in payments, no later than the time such shares were scheduled to
convert to the Conversion Class shares. Converting Class shares sold after the
implementation of the fee increase may convert into Conversion Class shares
subject to the higher maximum payment, provided that the material features of
the Conversion Class plan and the relationship of such plan to the Converting
Class shares were disclosed in an effective registration statement.
EXCHANGE FEATURES
Shares of each class generally will be permitted to be exchanged only for
shares of a class with similar characteristics in another Fund, i.e., Class A
shares may be exchanged for Class A shares of another Fund and Class B shares
may be exchanged for Class B shares of another Fund. All exchange features
applicable to each class will be described in the Prospectus.
DIVIDENDS
Dividends paid by the Trust with respect to its Class A shares and Class B
shares, to the extent any dividends are paid, will be calculated in the same
manner, at the same time and will be in the same amount, except that any Rule
12b-1 fee payments relating to a class of shares will be borne exclusively by
that class and any incremental transfer agency costs or, if applicable, Class
Expenses relating to a class shall be borne exclusively by that class.
VOTING RIGHTS
Each share of each Fund will entitle the shareholder of record to one vote.
Each class of shares of the Fund will vote separately as a class with respect to
any Distribution Plan, as defined herein, applicable to that class and on other
matters for which class voting is required under applicable law. Class B
shareholders will vote separately as a class to approve any material increase in
payments authorized under a Distribution Plan applicable to Class B shares.
RESPONSIBILITIES OF THE TRUSTEES
On an ongoing basis, the Trustees will monitor the Trust and each Fund for
the existence of any material conflicts among the interests of the two classes
of shares. The Trustees shall further monitor on an ongoing basis the use of
waivers or reimbursement by the Manager and the Distributor of expenses to guard
against cross-subsidization between classes. The Trustees, including a majority
of the independent trustees, shall take such action as is reasonably necessary
to eliminate any such conflict that may develop. If a conflict arises, the
Manager and the Distributor at their own cost, will remedy such conflict up to
and including establishing one or more new registered management investment
companies.
REPORTS TO THE TRUSTEES
The Manager and the Distributor will be responsible for reporting any
potential or existing conflicts among the two classes of shares to the Trustees.
In addition, the Trustees will receive quarterly and annual statements
concerning expenditures complying with paragraph (b)(3)(ii) of Rule 12b-1, if
applicable. In the statements, only expenditures properly attributable to the
direct or indirect sale or servicing of a particular class of shares shall be
used to justify any distribution fee charged to that class. The statements,
including the allocations upon which they are based, will be subject to the
review of the independent trustees in the exercise of their fiduciary duties.
AMENDMENTS
The Plan may be amended from time to time in accordance with the provisions
and requirements of the Rule.
Adopted this 28th day of November, 2000.
