FORM OF AMENDED AND RESTATED
SHAREHOLDER SERVICES AND DISTRIBUTION PLAN PRIVATE
This Amended and Restated Shareholder Services and Distribution
Plan (the "Plan") is adopted in accordance with Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940, as amended (the
"1940 Act"), by [Name of Fund] a corporation organized under the
laws of the State of Maryland (the "Fund")], subject to the
following terms and conditions:
Section 1. Annual Fee.
(a) Service Fee for Class A shares. The Fund will pay to the
Distributor, a service fee under the Plan at an annual
rate of [ %] of the average daily net assets of the
Fund attributable to the Class A shares sold and not
redeemed (the "Class A Service Fee").
(b) Service Fee for Class B shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual
rate of [ %] of the average daily net assets of the
Fund attributable to the Class B shares sold and not
redeemed (the "Class B Service Fee").
(c) Distribution Fee for Class B shares. In addition to the
Class B Service Fee, the Fund will pay the Distributor a
distribution fee under the Plan at the annual rate of [
%] of the average daily net assets of the Fund
attributable to the Class B shares sold and not redeemed
(the "Class B Distribution Fee").
(d) Service Fee for Class L shares. The Fund will pay to
the Distributor a service fee under the plan at the
annual rate of [ %] of the average daily net assets of
the Fund attributable to the Class L shares sold and not
redeemed (the "Class L Service Fee").
(e) Distribution Fee for Class L shares. In addition to the
Class L Service Fee, the Fund will pay the Distributor a
distribution fee under the Plan at the annual rate of [
%] of the average daily net assets of the Fund
attributable to the Class L shares sold and not redeemed
(the "Class L Distribution Fee").
(f) Payment of Fees. The Service Fees and Distribution Fees
will be calculated daily and paid monthly by the Fund
with respect to the foregoing classes of the Fund's
shares (each a "Class" and together, the "Classes") at
the annual rates indicated above.
Section 2. Expenses Covered by the Plan.
With respect to expenses incurred by each Class, its respective
Service Fee and/or Distribution Fee may be used by the Distributor
for: (a) costs of printing and distributing the Fund's
prospectuses, statements of additional information and reports to
prospective investors in the Fund; (b) costs involved in
preparing, printing and distributing sales literature pertaining
to the Fund; (c) an allocation of overhead and other branch office
distribution-related expenses of Distributor; (d) payments made
to, and expenses of, the Distributor's financial consultants and
other persons who provide support services to Fund shareholders in
connection with the distribution of the Fund's shares, including
but not limited to, office space and equipment, telephone
facilities, answering routine inquires regarding the Fund and its
operation, processing shareholder transactions, forwarding and
collecting proxy material, changing dividend payment elections and
providing any other shareholder services not otherwise provided by
the Fund's transfer agent; and (e) accruals for interest on the
amount of the foregoing expenses that exceed the Distribution Fee
for that Class and, in the case of Class B and Class L shares, any
contingent deferred sales charges received by the Distributor;
provided, however, that (i) the Distribution Fee for a particular
Class may be used by the Distributor only to cover expenses
primarily intended to result in the sale of shares of that Class,
including, without limitation, payments to the financial
consultants of the Distributor and other persons as compensation
for the sale of the shares, and (ii) the Service Fees are intended
to be used by the Distributor primarily to pay its financial
consultants for servicing shareholder accounts, including a
continuing fee to each such financial consultant, which fee shall
begin to accrue immediately after the sale of such shares.
Section 3. Approval by Shareholders
The Plan will not take effect, and no fees will be payable
in accordance with Section 1 of
the Plan, with respect to a Class until the Plan has been approved
by a vote of at least a majority
of the outstanding voting securities of the Class. The Plan will
be deemed to have been approved
with respect to a Class so long as a majority of the outstanding
voting securities of the Class votes
for the approval of the Plan, notwithstanding that: (a) the Plan
has not been approved by a majority of the outstanding voting
securities of any other Class, or (b) the Plan has not been
approved by a majority of the outstanding voting securities of the
Fund.
Section 4. Approval by Directors.
Neither the Plan nor any related agreements will take effect
until approved by a majority vote of both (a) the Board of
Directors and (b) those Directors who are not interested persons
of the Fund and who have no direct or indirect financial interest
in the operation of the Plan or in any agreements related to it
(the "Qualified Directors"), cast in person at a meeting called
for the purpose of voting on the Plan and the related agreements.
Section 5. Continuance of the Plan.
The Plan will continue in effect with respect to each Class
until [ , 2001] and thereafter for successive twelve-month
periods with respect to each Class; provided, however, that such
continuance is specifically approved at least annually by the
Directors of the Fund and by a majority of the Qualified
Directors.
Section 6. Termination.
The Plan may be terminated at any time with respect to a Class
(i) by the Fund without the payment of any penalty, by the vote of
a majority of the outstanding voting securities of such Class or
(ii) by a majority vote of the Qualified Directors. The Plan may
remain in effect with respect to a particular Class even if the
Plan has been terminated in accordance with this Section 6 with
respect to any other Class.
Section 7. Amendments.
The Plan may not be amended with respect to any Class so as to
increase materially the amounts of the fees described in Section 1
above, unless the amendment is approved by a vote of holders of at
least a majority of the outstanding voting securities of that
Class. No material amendment to the Plan may be made unless
approved by the Fund's Board of Directors in the manner described
in Section 4 above.
Section 8. Selection of Certain Directors.
While the Plan is in effect, the selection and nomination of
the Fund's Directors who are not interested persons of the Fund
will be committed to the discretion of the Directors then in
office who are not interested persons of the Fund.
Section 9. Written Reports
In each year during which the Plan remains in effect, any
person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement
will prepare and furnish to the Fund's Board of Directors and the
Board will review, at least quarterly, written reports complying
with the requirements of the Rule, which set out the amounts
expended under the Plan and the purposes for which those
expenditures were made.
Section 10. Preservation of Materials.
The Fund will preserve copies of the Plan, any agreement
relating to the Plan and any report made pursuant to Section 9
above, for a period of not less than six years (the first two
years in an easily accessible place) from the date of the Plan,
agreement or report.
Section 11. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and
"majority of the outstanding voting securities" will be deemed to
have the same meaning that those terms have under the rules and
regulations under the 1940 Act, subject to any exemption that may
be granted to the Fund under the 1940 Act, by the Securities and
Exchange Commission.
Section 12. Limitation of Liability. (Massachusetts business
trusts only)
The obligations of the Trust under this Agreement
shall not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or
future, of the Trust, individually, but are binding only upon the
assets and property of the Trust, as provided in the Master Trust
Agreement. The execution of this Plan has been authorized by the
Trustees and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such
execution by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as
provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the Fund has executed the Plan as of June
_____, 2000.
[Name of Fund]
By:
____________________________________
Heath B. McLendon
Chairman of the Board
