Exhibit (m)
WILLAMETTE FUND
SERVICE AND DISTRIBUTION PLAN
Introduction: It has been determined that Willamette _________ Fund (the
"Fund"), a series of The Willamette Funds, will pay for certain costs and
expenses incurred in connection with the distribution of its shares and
servicing of its shareholders and adopt the Service and Distribution Plan (the
"Plan") set forth herein pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act").
The Board of Trustees, in considering whether the Fund should implement
the Plan, has requested and evaluated such information as it deemed necessary to
make an informed determination as to whether the Plan should be implemented and
has considered such pertinent factors as it deemed necessary to form the basis
for a decision to use assets of the Fund for such purposes.
In voting to approve the implementation of the Plan, the Trustees have
concluded, in the exercise of their reasonable business judgment and in light of
their respective fiduciary duties, that there is a reasonable likelihood that
the Plan will benefit the Fund and its existing and future shareholders.
The Plan: The material aspects of the financing by the Fund of
distribution expenses to be incurred in connection with securities of which it
is the issuer are as follows:
1. The Fund will compensate the distributor for services provided and
expenses incurred in connection with the distribution and marketing of shares of
the Fund and servicing of Fund shareholders. Distribution and servicing costs
and expenses may include (1) printing and advertising expenses; (2) payments to
employees or agents of the distributor who engage in or support distribution of
the Fund's shares, including salary, commissions, travel and related expenses;
(3) the costs of preparing, printing and distributing prospectuses and reports
to prospective investors; (4) expenses of organizing and conducting sales
seminars; (5) expenses related to selling and servicing efforts, including
processing new account applications, transmitting customer transaction
information to the Fund's transfer agent and answering questions of
shareholders; (6) payments of fees to one or more broker-dealers (which may
include the distributor itself), financial institutions or other industry
professionals, such as investment advisers, accountants and estate planning
firms (severally, a "Service Organization"), in respect of the average daily
value of the Fund's shares owned by shareholders for whom the Service
Organization is the dealer of record or holder of record, or owned by
shareholders with whom the Service Organization has a servicing relationship;
(7) costs and expenses incurred in implementing and operating the Plan; and (8)
such other similar services as the Fund's Board of Trustees determines to be
reasonably calculated to result in the sale of Fund shares.
Subject to the limitations of applicable law and regulation, including
rules of the National Association of Securities Dealers ("NASD"), the
distributor will be compensated monthly for such costs, expenses or payments at
an annual rate of up to but not more than 0.50% of the average daily net assets
of the Fund. Up to 0.25% of such amount may be used as a "service fee," as
defined in applicable rules of the NASD.
2. The distributor may periodically pay to one or more Service
Organizations (which may include the distributor itself) a fee in respect of the
Fund's shares owned by shareholders for whom the Service Organizations are the
dealers of record or holders of record, or owned by shareholders with whom the
Service Organizations have servicing relationships. Such fees will be computed
daily and paid quarterly by the distributor at an annual rate not exceeding
0.25% of the average net asset value of the Fund's shares owned by shareholders
for whom the Service Organizations are the dealers of record or holders of
record, or owned by shareholders with whom the Service Organizations have
servicing relationships. Subject to the limits herein and the requirements of
applicable law and regulations, including rules of the NASD, the distributor may
designate as "Service Fees," as that term is defined by
<PAGE>
applicable rules and regulatory interpretations applicable to payments under a
plan such as the Plan, some or all of any payments made to Service Organizations
(including the distributor itself) for services that may be covered by "Service
Fees," as so defined.
The payment to a Service Organization is subject to compliance by the
Service Organization with the terms of a Service Agreement or Dealer Agreement
between the Service Organization and the distributor (the "Agreement"). If a
shareholder of the Fund ceases to be a client of a Service Organization that has
entered into an Agreement with the distributor, but continues to hold shares of
the Fund, the distributor will be entitled to receive a similar payment in
respect of the servicing provided to such investors. For the purposes of
determining the fees payable under the Plan, the average daily net asset value
of the Fund's shares shall be computed in the manner specified in the
Declaration of Trust of The Willamette Funds and current prospectus for the
computation of the value of the Fund's net asset value per share.
3. The Plan will become effective immediately upon approval by a majority
of the Board of Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
entered into in connection with the Plan (the "Plan Trustees"), pursuant to a
vote cast in person at a meeting called for the purpose of voting on the
approval of the Plan
4. The Plan shall continue for a period of one year from its effective
date, unless earlier terminated in accordance with its terms, and thereafter
shall continue automatically for successive annual periods, provided such
continuance is approved by a majority of the Board of Trustees, including a
majority of the Plan Trustees pursuant to a vote cast in person at a meeting
called for the purpose of voting on the continuance of the Plan.
5. The Plan may be amended at any time by the Board of Trustees provided
that (a) any amendment to increase materially the costs which the Fund or a
series may bear for distribution pursuant to the Plan shall be effective only
upon approval by a vote of a majority of the outstanding voting securities of
the Fund and (b) any material amendments of the terms of the Plan shall become
effective only upon approval as provided in paragraph 3(b) hereof.
6. The Plan is terminable without penalty at any time by (a) vote of a
majority of the Plan Trustees, or (b) vote of a majority of the outstanding
voting securities of the Fund.
7. Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any agreement entered into in
connection with the Plan shall provide to the Board of Trustees, and the Board
of Trustees shall review, at least quarterly, a written report of the amounts
expended pursuant to the Plan and the purposes for which such expenditures were
made.
8. While the Plan is in effect, the selection and nomination of Trustees
who are not "interested persons" (as defined in the Act) of the Fund shall be
committed to the discretion of the Trustees who are not "interested persons".
9. The Fund shall preserve copies of the Plan, any agreement in connection
with the Plan, and any report made pursuant to paragraph 7 hereof, for a period
of not less than six years from the date of the Plan of such agreement or
report, the first two years in an easily accessible place.
<PAGE>
Willamette Fund
--------------
Date: By:
---------------------- -------------------------------
President
Attest:
---------------------------
Secretary
