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ARMADA FUNDS
(THE "TRUST")
REVISED PLAN PURSUANT TO RULE 18F-3 FOR OPERATION OF
A MULTI-CLASS SYSTEM
I. INTRODUCTION
On February 23, 1995, the Securities and Exchange Commission (the
"Commission") promulgated Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), which permits the creation and operation of a
multi-class distribution structure without the need to obtain an exemptive order
under Section 18 of the 1940 Act. Rule 18f-3, which became effective on April 3,
1995, requires an investment company to file with the Commission, a written plan
specifying all of the differences among the classes, including the various
services offered to shareholders, the different distribution arrangements for
each class, the methods for allocating expenses relating to those differences
and any conversion features or exchange privileges. On September 17, 1997, the
Board of Trustees of the Trust authorized the Trust to operate its current
multi-class distribution structure in compliance with Rule 18f-3. This revised
plan shall become effective with respect to each Fund of the Trust as of
November 21, 2000 and supersedes any prior Plan pursuant to Rule 18f-3 approved
by the Board of Trustees.
II. ATTRIBUTES OF CLASSES
A. GENERALLY
The Trust shall offer four classes of shares for all Funds except the Tax-
Exempt Money Market, Treasury Money Market, Government Money Market,
Pennsylvania Tax Exempt Money Market, Ohio Municipal Money Market and Treasury
Plus Money Market Funds. The four classes of shares are: I shares, A shares, B
shares and C shares. The Tax-Exempt Money Market Fund shall offer three classes
of shares, I shares, A shares and B shares. The Treasury Money Market,
Government Money Market, Pennsylvania Tax Exempt Money Market, Ohio Municipal
Money Market and Treasury Plus Money Market Funds shall offer two classes of
shares, I shares and A shares.
In general, shares of each class shall be identical except for different
expense variables (which will result in different returns for each class),
certain related rights and certain distribution and shareholder services. More
particularly, the I, A, B and C shares of each Fund, as applicable, shall
represent interests in the same portfolio of investments of the particular Fund,
and shall be identical in all respects, except for: (a) the impact of (i)
expenses assessed to a class pursuant to the Shareholder Services Plan, Service
and Distribution Plan for A and I Share Classes, B Shares Distribution and
Servicing Plan and C Shares Distribution and Servicing Plan adopted for the
class and (ii) any other incremental expenses identified from time to time that
should be properly
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allocated to one class so long as any changes in expense allocations are
reviewed and approved by a vote of the Board of Trustees, including a majority
of the independent trustees; (b) the fact that a class shall vote separately on
any matter submitted to the shareholders that pertains to (i) the Shareholder
Services Plan, Service and Distribution Plan for A and I Share Classes, B Shares
Distribution and Servicing Plan or C Shares Distribution and Servicing Plan
adopted for that class and (ii) the class expenses borne by the class; (c) the
exchange privileges of each class of shares; (d) the legal designation of each
class of shares; and (e) the different distribution and shareholder services
relating to a class of shares.
B. DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS, EXPENSES AND SALES
CHARGES
1. MONEY MARKET FUNDS
A SHARES
A shares of each money market fund shall be available for purchase
by the public, primarily through financial institutions such as banks, brokers
and dealers.
A shares of each money market fund shall not be subject to a sales
charge. A shares shall be subject to a fee payable pursuant to the Shareholder
Services Plan adopted for the class which shall not as of the date hereof exceed
(i) with respect to the Ohio Municipal Money Market, Pennsylvania Tax Exempt
Money Market, and Tax Exempt Money Market Funds, .15% (on an annualized basis),
or (ii) with respect to the Government Money Market, Money Market, Treasury
Money Market, and Treasury Plus Money Market Funds, .25% (on an annualized
basis), of the average daily net asset value of those shares beneficially owned
by customers of the financial institutions who have entered into agreements with
the Trust pursuant to the Shareholder Services Plan adopted for the class.
Services provided under the Shareholder Services Plan adopted for
the class may include (i) aggregating and processing purchase and redemption
requests from customers; (ii) providing customers with a service that invests
the assets of their accounts in A shares; (iii) processing dividend payments
from the fund; (iv) providing information periodically to customers showing
their position in A shares; (v) arranging for bank wires; (vi) responding to
customer inquiries relating to the services performed with respect to A shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted a Service and Distribution Plan for A and I
Share Classes relating to the A and I classes of shares of the money market
funds (the "A and I Plan"). The A and I Plan provides that each fund will
reimburse the distributor for distribution expenses related to the distribution
of the A and I shares in an amount not to exceed .10% of the average aggregate
net assets of such A and I shares classes.
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B SHARES
B shares of the money market funds that offer such shares shall not
be available to new investors or for new investments in the Trust, but shall be
available upon exchange only to existing shareholders of B shares of the Trust's
other Funds. Of the money market funds, B shares of only the Money Market Fund
and Tax Exempt Money Market Fund shall be available for purchase by the public,
primarily through financial institutions such as banks, brokers and dealers.
B shares of the Money Market and Tax Exempt Money Market Funds shall
not be subject to a sales charge, unless a shareholder holding such shares
obtained them as a result of an exchange from B shares of another Fund. Pursuant
to the Trust's Distribution Agreement as it relates to B shares and the B Shares
Distribution and Servicing Plan, total distribution costs, expenses and payments
in connection with the distribution of the Trust's B shares may not exceed an
annual rate of 1.00% (.75% of which is allocable to distribution fees and .25%
to administrative fees) of the average net assets of each fund's B shares.
B shares shall be subject to a distribution fee payable pursuant to
the B Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the B Shares Distribution and Servicing Plan.
The Trust may also pay securities dealers, brokers, financial
institutions or other industry professionals, such as investment advisors,
accountants, and estate planning firms (individually, a "Service Organization"
and collectively, the "Service Organizations") for administrative support
services provided with respect to their customers' B shares. Such services shall
be provided pursuant to administrative servicing agreements ("Servicing
Agreements"). Any organization providing distribution assistance may also become
a Service Organization and receive administrative servicing fees pursuant to a
Servicing Agreement under the B Shares Distribution and Servicing Plan. Fees
paid to a Service Organization shall be in consideration for the administrative
support services provided pursuant to its Servicing Agreement and may be paid at
an annual rate of up to (i) with respect to the Tax Exempt Money Market Fund,
.15%, and (ii) with respect to the Money Market Fund, .25%, of the daily net
asset value of B shares of such funds purchased by the Service Organizations on
behalf of their customers. Such fees shall be calculated and accrued daily, paid
monthly and computed in the manner set forth in the Servicing Agreement.
Services provided under the B Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in B shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
B shares; (v) arranging for bank wires; (vi) responding to
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customer inquiries relating to the services performed with respect to B shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust.
C SHARES
C shares of the money market funds that offer such shares shall not
be available to new investors or for new investments in the Trust, but shall be
available upon exchange only to existing shareholders of C shares of the Trust's
other Funds. Of the money market funds, C shares of only the Money Market Fund
shall be available for purchase by the public, primarily through financial
institutions such as banks, brokers and dealers.
C shares of the Money Market Fund shall not be subject to a sales
charge, unless a shareholder holding such shares obtained them as a result of an
exchange from C shares of another Fund. Pursuant to the Trust's Distribution
Agreement as it relates to C shares and the C Shares Distribution and Servicing
Plan, total distribution costs, expenses and payments in connection with the
distribution of the Trust's C shares may not exceed an annual rate of 1.00%
(.75% of which is allocable to distribution fees and .25% to administrative
fees) of the average net assets of each fund's C shares.
C shares shall be subject to a distribution fee payable pursuant to
the C Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the C Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' C shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the C Shares Distribution and Servicing Plan. Fees paid to a Service
Organization shall be in consideration for the administrative support services
provided pursuant to its Servicing Agreement and may be paid at an annual rate
of up to .25% of the daily net asset value of C shares of the money market funds
purchased by the Service Organizations on behalf of their customers. Such fees
shall be calculated and accrued daily, paid monthly and computed in the manner
set forth in the Servicing Agreement.
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Services provided under the C Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in C shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
C shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to C shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
I SHARES
I shares of each money market fund shall be available for purchase
by banks and National Asset Management Corporation customers.
I shares of each money market fund shall not be subject to a sales
charge or to a shareholder servicing fee under a non-12b-1 Plan.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the money market funds. The A and I Plan provides that each
fund will reimburse the distributor for distribution expenses related to the
distribution of the A and I share in an amount not to exceed .10% of the average
aggregate net assets of such A and I share classes.
2. FIXED INCOME FUNDS
A SHARES
A shares of each fixed income fund shall be available for purchase
by the public, primarily through financial institutions such as banks, brokers
and dealers.
A shares of the fixed income funds, except for the Limited Maturity
Bond, shall be subject to a sales charge which shall not as of the date hereof
exceed 4.75% of the offering price of those shares. A shares of the Limited
Maturity Bond Fund shall be subject to a sales charge which shall not as of the
date hereof exceed 2.75% of the offering price of those shares. A shares also
shall be subject to a fee payable pursuant to the Shareholder Services Plan
adopted for the class which shall not exceed .10% (on an annualized basis) with
respect to the Limited Maturity Bond Fund and .25% (on an annualized basis) with
respect to the other fixed income funds of the average daily net asset value of
those shares beneficially owned by customers of the financial institutions who
have entered into agreements with the Trust pursuant to the Shareholder Services
Plan adopted for the class.
Services provided under the Shareholder Services Plan adopted for
the class may include: (i) aggregating and processing purchase and redemption
requests from customers; (ii)
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providing customers with a service that invests the assets of their accounts in
A shares; (iii) processing dividend payments from the fund; (iv) providing
information periodically to customers showing their position in A shares; (v)
arranging for bank wires; (vi) responding to customer inquiries relating to the
services performed with respect to A shares beneficially owned by customers;
(vii) forwarding shareholder communications; and (viii) other similar services
requested by the Trust.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the fixed income funds. The A and I Plan provides that each
fund will reimburse the distributor for distribution expenses related to the
distribution of the A and I shares in an amount not to exceed .10% of the
average aggregate net assets of such A and I shares classes.
B SHARES
B shares of each fixed income fund shall be available for purchase
by the public, primarily through financial institutions such as banks, brokers
and dealers.
B shares of each fixed income fund shall be subject to a contingent
deferred sales charge ("CDSC") upon redemption which shall not exceed 5.00% of
the redemption price of those shares. Pursuant to the Trust's Distribution
Agreement as it relates to B shares and the B Shares Distribution and Servicing
Plan, total distribution costs, expenses and payments in connection with the
distribution of the Trust's B shares may not exceed an annual rate of 1.00%
(.75% of which is allocable to distribution fees and .25% to administrative
fees) of the average net assets of each fund's B shares.
B shares shall be subject to a distribution fee payable pursuant to
the B Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the B Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' B shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the B Shares Distribution and Servicing Plan. Fees paid to a Service
Organization shall be in consideration for the administrative support services
provided pursuant to its Servicing Agreement and may be paid at an annual rate
of up to .25% of the daily net asset value of the B shares of each fixed income
fund purchased by the Service Organizations on behalf of their customers. Such
fees shall be calculated and accrued daily, paid monthly and computed in the
manner set forth in the Servicing Agreement.
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Services provided under the B Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in B shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
B shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to B shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
C SHARES
C shares of each fixed income fund shall be available for purchase
by the public, primarily through financial institutions such as banks, brokers
and dealers.
C shares of each fixed income fund shall be subject to a CDSC if the
C shares are redeemed within eighteen months of purchase. The CDSC shall not
exceed 1.00% of the redemption price of those shares. Pursuant to the Trust's
Distribution Agreement as it relates to C shares and the C Shares Distribution
and Servicing Plan, total distribution costs, expenses and payments in
connection with the distribution of the Trust's C shares may not exceed an
annual rate of 1.00% (.75% of which is allocable to distribution fees and .25%
to administrative fees) of the average net assets of each fund's C shares.
C shares shall be subject to a distribution fee payable pursuant to
the C Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the Trust pursuant
to the C Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' C shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the C Shares Distribution and Servicing Plan. Fees paid to a Service
Organization shall be in consideration for the administrative support services
provided pursuant to its Servicing Agreement and may be paid at an annual rate
of up to .25% of the daily net asset value of the C shares of each fixed income
fund purchased by the Service Organizations on behalf of their customers. Such
fees shall be calculated and accrued daily, paid monthly and computed in the
manner set forth in the Servicing Agreement.
Services provided under the C Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in C shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to
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customers showing their position in C shares; (v) arranging for bank wires; (vi)
responding to customer inquiries relating to the services performed with respect
to C shares beneficially owned by customers; (vii) forwarding shareholder
communications; and (viii) other similar services requested by the Trust.
I SHARES
I shares of each of the fixed income funds shall be available for
purchase by banks and National Asset Management Corporation customers.
I shares of each of the fixed income funds shall not be subject to a
sales charge or to a shareholder servicing fee under a non-12b-1 Plan.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the fixed income funds. The A and I Plan provides that each
fund will reimburse the distributor for distribution expenses related to the
distribution of the A and I shares in an amount not to exceed .10% of the
average aggregate net assets of such A and I share classes.
3. EQUITY FUNDS
A SHARES
A shares of each equity fund shall be available for purchase by the
public, primarily through financial institutions such as banks, brokers and
dealers.
A shares of each equity fund shall be subject to a sales charge
which shall not as of the date hereof exceed 5.50% of the offering price of
those shares. A shares of each equity fund also shall be subject to a fee
payable pursuant to the Shareholder Services Plan adopted for the class which
shall not exceed .25% (on an annualized basis) of the average daily net asset
value of those shares beneficially owned by customers of the financial
institutions who have entered into agreements with the Trust pursuant to the
Shareholder Services Plan adopted for the class.
Services provided under the Shareholder Services Plan adopted for
the class may include (i) aggregating and processing purchase and redemption
requests from customers; (ii) providing customers with a service that invests
the assets of their accounts in A shares; (iii) processing dividend payments
from the fund; (iv) providing information periodically to customers showing
their position in A shares; (v) arranging for bank wires; (vi) responding to
customer inquiries relating to the services performed with respect to A shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust.
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Pursuant to the Trust's Distribution Agreement and Rule 12b-1
under the 1940 Act, the Trust has adopted the A and I Plan relating to the A and
I classes of shares of the equity funds. The A and I Plan provides that each
fund will reimburse the distributor for distribution expenses related to the
distribution of the A and I shares in an amount not to exceed .10% of the
average aggregate net assets of such A and I shares classes.
B SHARES
B shares of each equity fund shall be available for purchase
by the public, primarily through financial institutions such as banks, brokers
and dealers.
B shares of each equity fund shall be subject to a CDSC upon
redemption which shall not initially exceed 5.00% of the redemption price of
those shares. Pursuant to the Trust's Distribution Agreement as it relates to B
shares and the B Shares Distribution and Servicing Plan, total distribution
costs, expenses and payments in connection with the distribution of the Trust's
B shares may not exceed an annual rate of 1.00% of the average net assets of
each fund's B shares of the Trust.
B shares shall be subject to a distribution fee payable pursuant to
the B Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the B Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' B shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the Distribution and Servicing Plan. Fees paid to a Service Organization shall
be in consideration for the administrative support services provided pursuant to
its Servicing Agreement and may be paid at an annual rate of up to .25% of the
daily net asset value of the B shares of each equity fund purchased by the
Service Organizations on behalf of their customers. Such fees shall be
calculated and accrued daily, paid monthly and computed in the manner set forth
in the Servicing Agreement.
Services provided under the B Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in B shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
B shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to B shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
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C SHARES
C shares of each equity fund shall be available for purchase by the
public, primarily through financial institutions such as banks, brokers and
dealers.
C shares of each equity fund shall be subject to a CDSC if the C
shares are redeemed within eighteen months of purchase. The CDSC shall not
exceed 1.00% of the redemption price of those shares. Pursuant to the Trust's
Distribution Agreement as it relates to C shares and the C Shares Distribution
and Servicing Plan, total distribution costs, expenses and payments in
connection with the distribution of the Trust's C shares may not exceed an
annual rate of .75% of the average net assets of each fund's C shares of the
Trust.
C shares shall be subject to a distribution fee payable pursuant to
the C Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the C Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' C shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the Distribution and Servicing Plan. Fees paid to a Service Organization shall
be in consideration for the administrative support services provided pursuant to
its Servicing Agreement and may be paid at an annual rate of up to .25% of the
daily net asset value of the C shares of each equity fund purchased by the
Service Organizations on behalf of their customers. Such fees shall be
calculated and accrued daily, paid monthly and computed in the manner set forth
in the Servicing Agreement.
Services provided under the C Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in C shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
C shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to C shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
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I SHARES
I shares of each equity fund shall be available for purchase by
banks and National Asset Management Corporation customers.
I shares of each equity fund shall not be subject to a sales charge
or to a shareholder servicing fee under a non-12b-1 Plan.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the equity funds. The A and I Plan provides that each fund
will compensate the distributor for distribution expenses related to the
distribution of the A and I shares in an amount not to exceed .10% of the
average aggregate net assets of such A and I share classes.
4. TAX EXEMPT FUNDS
A SHARES
A shares of the tax exempt funds shall be available for purchase by
the public, primarily through financial institutions such as banks, brokers and
dealers.
A shares of the tax exempt funds shall be subject to a sales charge
which shall not as of the date hereof exceed 3.00% of the offering price of
those shares for the Ohio Tax Exempt Bond and Pennsylvania Municipal Bond Funds
and 4.75% for the National Tax Exempt Bond and Michigan Municipal Bond Funds. A
shares of the tax exempt funds also shall be subject to a fee payable pursuant
to the Shareholder Services Plan adopted for the class which shall not exceed
.10% (on an annualized basis) of the average daily net asset value of the A
shares of the tax exempt funds beneficially owned by customers of the financial
institutions who have entered into agreements with the Trust pursuant to the
Shareholder Services Plan adopted for the class.
Services provided under the Shareholder Services Plan adopted for
the class may include (i) aggregating and processing purchase and redemption
requests from customers; (ii) providing customers with a service that invests
the assets of their accounts in A shares; (iii) processing dividend payments
from the fund; (iv) providing information periodically to customers showing
their position in A shares; (v) arranging for bank wires; (vi) responding to
customer inquiries relating to the services performed with respect to A shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the tax exempt funds. The A and I Plan provides that each
fund will reimburse the distributor for distribution expenses related to the
distribution of the A and I shares in an amount not to exceed
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.10% of the average aggregate net assets of such A and I shares classes.
B SHARES
B shares of each tax exempt fund shall be available for purchase by
the public, primarily through financial institutions such as banks, brokers and
dealers.
B shares of the each tax exempt fund shall be subject to a CDSC upon
redemption which shall not exceed 5.00% of the redemption price of those shares.
Pursuant to the Trust's Distribution Agreement as it relates to B shares and the
B Shares Distribution and Servicing Plan, total distribution costs, expenses and
payments in connection with the distribution of the Trust's B shares may not
exceed an annual rate of 1.00% (.75% of which is allocable to distribution fees
and .25% to administrative fees) of the average net assets of each fund's B
shares of the Trust.
B shares shall be subject to a distribution fee payable pursuant to
the B Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the B Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' B shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the Distribution and Servicing Plan. Fees paid to a Service Organization shall
be in consideration for the administrative support services provided pursuant to
its Servicing Agreement and may be paid at an annual rate of up to .10% of the
average daily net asset value of B shares of each tax exempt fund purchased by
the Service Organizations on behalf of their customers. Such fees shall be
calculated and accrued daily, paid monthly and computed in the manner set forth
in the Servicing Agreement.
Services provided under the B Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in B shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
B shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to B shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
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C SHARES
C shares of each tax exempt fund shall be available for purchase by
the public, primarily through financial institutions such as banks, brokers and
dealers.
C shares of each tax exempt fund shall be subject to a CDSC if the
C shares are redeemed within eighteen months of purchase. The CDSC shall not
exceed 1.00% of the redemption price of those shares. Pursuant to the Trust's
Distribution Agreement as it relates to C shares and the C Shares Distribution
and Servicing Plan, total distribution costs, expenses and payments in
connection with the distribution of the Trust's C shares may not exceed an
annual rate of 1.00% (.75% of which is allocable to distribution fees and .25%
to administrative fees) of the average net assets of each fund's C shares of the
Trust.
C shares shall be subject to a distribution fee payable pursuant to
the C Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the C Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' C shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the Distribution and Servicing Plan. Fees paid to a Service Organization shall
be in consideration for the administrative support services provided pursuant to
its Servicing Agreement and may be paid at an annual rate of up to .25% of the
average daily net asset value of C shares of each tax exempt fund purchased by
the Service Organizations on behalf of their customers. Such fees shall be
calculated and accrued daily, paid monthly and computed in the manner set forth
in the Servicing Agreement.
Services provided under the C Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in C shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
C shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to C shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
I SHARES
I shares of each tax exempt fund shall be available for purchase by
banks and National Asset Management Corporation customers.
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I shares of each tax exempt fund shall not be subject to a sales
charge or a shareholder servicing fee under a non-12b-1 Plan.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the tax exempt funds. The A and I Plan provides that each
fund will reimburse the distributor for distribution expenses related to the
distribution of the A and I shares in an amount not to exceed .10% of the
average aggregate net assets of such A and I share classes.
5. ASSET ALLOCATION FUNDS
A SHARES
A shares of each asset allocation fund shall be available for
purchase by the public, primarily through financial institutions such as banks,
brokers and dealers.
A shares of the asset allocation funds shall be subject to a sales
charge which shall not as of the date hereof exceed 4.75% of the offering price
of those shares. A Shares also shall be subject to a fee payable pursuant to the
Shareholder Services Plan adopted for the class which shall not exceed .25% (on
an annualized basis) of the average daily net asset value of those shares
beneficially owned by customers of the financial institutions who have entered
into agreements with the Trust pursuant to the Shareholder Services Plan adopted
for the class.
Services provided under the Shareholder Services Plan adopted for
the class may include: (i) aggregating and processing purchase and redemption
requests from customers; (ii) providing customers with a service that invests
the assets of their accounts in A shares; (iii) processing dividend payments
from the fund; (iv) providing information periodically to customers showing
their position in A shares; (v) arranging for bank wires; (vi) responding to
customer inquiries relating to the services performed with respect to A shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust.
Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the asset allocation funds. The A and I Plan provides that
each fund will reimburse the distributor for distribution expenses related to
the distribution of the A and I shares in an amount not to exceed .10% of the
average aggregate net assets of such A and I shares classes.
B SHARES
B shares of each asset allocation fund shall be available for
purchase by the public, primarily through financial institutions such as banks,
brokers and dealers.
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B shares of each asset allocation fund shall be subject to a
contingent deferred sales charge ("CDSC") upon redemption which shall not exceed
5.00% of the redemption price of those shares. Pursuant to the Trust's
Distribution Agreement as it relates to B shares and the B Shares Distribution
and Servicing Plan, total distribution costs, expenses and payments in
connection with the distribution of the Trust's B shares may not exceed an
annual rate of 1.00% (.75% of which is allocable to distribution fees and .25%
to administrative fees) of the average net assets of each fund's B shares.
B shares shall be subject to a distribution fee payable pursuant to
the B Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the distributor
pursuant to the B Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' B shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the B Shares Distribution and Servicing Plan. Fees paid to a Service
Organization shall be in consideration for the administrative support services
provided pursuant to its Servicing Agreement and may be paid at an annual rate
of up to .25% of the daily net asset value of the B shares of each asset
allocation fund, purchased by the Service Organizations on behalf of their
customers. Such fees shall be calculated and accrued daily, paid monthly and
computed in the manner set forth in the Servicing Agreement.
Services provided under the B Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in B shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
B shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to B shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
C SHARES
C shares of each asset allocation fund shall be available for
purchase by the public, primarily through financial institutions such as banks,
brokers and dealers.
C shares of each asset allocation fund shall be subject to a CDSC if
the C shares are redeemed within eighteen months of purchase. The CDSC shall not
exceed 1.00% of the redemption price of those shares. Pursuant to the Trust's
Distribution Agreement as it relates to
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C shares and the C Shares Distribution and Servicing Plan, total distribution
costs, expenses and payments in connection with the distribution of the Trust's
C shares may not exceed an annual rate of 1.00% (.75% of which is allocable to
distribution fees and .25% to administrative fees) of the average net assets of
each fund's C shares.
C shares shall be subject to a distribution fee payable pursuant to
the C Shares Distribution and Servicing Plan adopted for the class which shall
not as of the date hereof exceed .75% (on an annualized basis) of the average
daily net asset value of those shares beneficially owned by customers of the
financial institutions who have entered into agreements with the Trust pursuant
to the C Shares Distribution and Servicing Plan.
The Trust may also pay Service Organizations for administrative
support services provided with respect to their customers' C shares. Such
services shall be provided pursuant to Servicing Agreements. Any organization
providing distribution assistance may also become a Service Organization and
receive administrative servicing fees pursuant to a Servicing Agreement under
the C Shares Distribution and Servicing Plan. Fees paid to a Service
Organization shall be in consideration for the administrative support services
provided pursuant to its Servicing Agreement and may be paid at an annual rate
of up to .25% of the daily net asset value of the C shares of each asset
allocation fund purchased by the Service Organizations on behalf of their
customers. Such fees shall be calculated and accrued daily, paid monthly and
computed in the manner set forth in the Servicing Agreement.
Services provided under the C Shares Distribution and Servicing Plan
may include: (i) aggregating and processing purchase and redemption requests
from customers; (ii) providing customers with a service that invests the assets
of their accounts in C shares; (iii) processing dividend payments from the fund;
(iv) providing information periodically to customers showing their position in
C shares; (v) arranging for bank wires; (vi) responding to customer inquiries
relating to the services performed with respect to C shares beneficially owned
by customers; (vii) forwarding shareholder communications; and (viii) other
similar services requested by the Trust.
I SHARES
I shares of each of the asset allocation funds shall be available
for purchase by banks and National Asset Management Corporation customers.
I shares of each of the asset allocation funds shall not be subject
to a sales charge or to a shareholder servicing fee under a non-12b-1 Plan.
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Pursuant to the Trust's Distribution Agreement and Rule 12b-1 under
the 1940 Act, the Trust has adopted the A and I Plan relating to the A and I
classes of shares of the asset allocation funds. The A and I Plan provides that
each fund will reimburse the distributor for distribution expenses related to
the distribution of the A and I shares in an amount not to exceed .10% of the
average aggregate net assets of such A and I share classes.
C. EXCHANGE PRIVILEGES
A SHARES
Holders of A shares generally shall be permitted to exchange their A
shares in a Fund for A shares of other Funds of the Trust in which the
shareholders maintain an existing account. Exchanges of A shares into a Fund
with a higher sales charge than the Fund from which the A shares are being
exchanged shall be subject to an incremental sales charge (I.E., the difference
between the lower and higher applicable sales charges). No additional sales
charge will be incurred when exchanging A shares of a Fund for A shares of
another Fund with the same, lower or no sales charge. The Trust shall not
initially charge any exchange fee.
B SHARES
Holders of B Shares generally shall be permitted to exchange their B
Shares in a Fund for B Shares of other Funds of the Trust without paying any
exchange fee or CDSC at the time the exchange is made.
C SHARES
Holders of C Shares generally shall be permitted to exchange their C
Shares in a Fund for C Shares of other Funds of the Trust without paying any
exchange fee or CDSC at the time the exchange is made.
I SHARES
Holders of I shares generally shall be permitted to exchange those
shares for I shares of another Fund of the Trust.
D. CONVERSION FEATURES
A SHARES
The Trust shall not offer a conversion feature to holders of A
shares.
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B SHARES
B shares acquired by purchase generally shall convert automatically
to A shares, based on relative net asset value, eight years after the beginning
of the calendar month in which the shares were purchased.
B shares acquired through a reinvestment of dividends or
distributions generally shall convert automatically to A shares, based on
relative net asset value, at the earlier of (a) eight years after the beginning
of the calendar month in which the reinvestment occurred or (b) the date of the
most recently purchased B shares that were not acquired through reinvestment of
dividends or distributions.
C SHARES
The Trust shall not offer a conversion feature to holders of C
shares.
I SHARES
The Trust shall not offer a conversion feature to holders of I
shares.
E. METHODOLOGY FOR ALLOCATING EXPENSES AMONG CLASSES
Class-specific expenses of a Fund shall be allocated to the specific
class of shares of that Fund. Non-class-specific expenses of a Fund shall be
allocated in accordance with Rule 18f-3(c) under the 1940 Act.
Approved by the Board of Trustees
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