DISTRIBUTION PLAN
This Distribution Plan (the "Plan") is adopted in accordance with
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), by each of the DLJ Focus Funds (and the portfolios thereof) listed in
Exhibit A hereto (each a "Fund", and together the "Funds"), subject to the
following terms and conditions:
Section 1. Distribution Agreements; Annual Fee
Credit Suisse Asset Management, LLC, each Fund's investment
adviser ("CSAM"), is authorized to execute and deliver written agreements
("Agreements") in any form duly approved by the Board of Trustees of the Fund
(the "Board") with broker-dealers, financial institutions, institutional
shareholders of record, retirement plans and service providers and other
financial intermediaries ("Service Organizations") relating to each Fund's
common stock or shares of beneficial interest, as the case may be, par value
$.001 per share, designated Advisor Class (the "Advisor Class"). Pursuant to an
Agreement, Service Organizations will be paid fees out of the assets of a Fund
by the Fund directly or by Credit Suisse Asset Management Securities, Inc.
("CSAMSI") on behalf of the Fund for providing (a) services primarily intended
to result in, or that are primarily attributable to, the sale of the Advisor
Class ("Distribution Services"), (b) shareholder servicing to their customers or
clients who are the record and/or the beneficial owners of the Advisor Class
("Customers") ("Shareholder Services") and/or (c) subtransfer agency,
subaccounting and administrative and accounting services to Customers
("Administrative Services"). A Service Organization will be paid fees under the
Plan calculated daily and paid monthly in arrears at an annual rate of up to
.50% of the average daily net assets of the Advisor Class held by or on behalf
of its Customers ("Customers' Shares") with respect to Distribution Services
and/or Administrative Services and may be paid fees calculated daily and paid
monthly in arrears at an annual rate of up to .25% of the average daily net
assets of Customers' Shares with respect to Shareholder Services.
Section 2. Services
The fees paid to Service Organizations under Section 1 of this
Plan with respect to Distribution Services, if any, will compensate Service
Organizations to cover certain expenses primarily intended to result in the sale
of the Advisor Class, including, but not limited to: (a) costs of payments made
to employees that engage in the distribution of Advisor Class; (b) payments made
to, and expenses of, persons who provide support services in connection with the
distribution of Advisor Class, including, but not limited to, office space and
equipment, telephone facilities, processing shareholder transactions and
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providing any other shareholder services not otherwise provided by the Fund's
distributor or transfer agent; (c) costs relating to the formulation and
implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper, magazine
and other mass media advertising and related travel and entertainment expenses;
(d) costs of printing and distributing prospectuses, statements of additional
information and reports of the Fund to prospective holders of the Advisor Class;
(e) costs involved in preparing, printing and distributing sales literature ,
advertisements and other informational materials pertaining to a Fund and (f)
costs involved in obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Fund may, from time to
time, deem advisable.
The fees paid to Service Organizations under Section 1 of this
Plan with respect to Shareholder Services, if any, will compensate Service
Organizations for personal service and/or the maintenance of Customer accounts,
including but not limited to (a) responding to Customer inquiries, (b) providing
information on Customer investments and (c) providing other shareholder liaison
services.
The fees paid to Service Organizations under Section 1 of this
Plan with respect to Administrative Services, if any, will compensate Service
Organizations for administrative and accounting services provided to their
Customers, including, but not limited to: (a) accepting orders from Customers
for the purchase, exchange and redemption of the Advisor Class and aggregating
and communicating orders as instructed by the Fund's distributor; (b) disbursing
Fund dividends and distributions to Customers and/or providing for their
reinvestment in the Advisor Class; (c) preparing and distributing account
statements and Advisor Class transaction confirmations to Customers; (d)
arranging for settlement of Customer transactions, including arranging for bank
wires in accordance with each Fund's prospectus; (e) providing sub-accounting
services with respect to shares of the Advisor Class beneficially owned by
Customers, including maintaining records of dates and prices for all Advisor
Class transactions and Advisor Class balances; (f) forwarding shareholder
communications from each Fund (for example, proxies, shareholder reports, annual
and semi-annual financial statements and dividend, distribution and tax notices)
to Customers, if required by law and (g) providing other appropriate or
necessary services as may be incidental, normal and customary for service
providers performing substantially similar services.
Payments under this Plan are not tied exclusively to the expenses
for Shareholder Services, Distribution Services or Administrative Services
actually incurred by any Service Organization, and such payments may exceed
expenses actually incurred. Furthermore, any portion of any fee paid to CSAMSI
or to any of its affiliates by the Fund, or any of their past profits or other
revenue, may be used in their sole discretion to
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provide services to shareholders of the Fund or to foster distribution of the
Advisor Shares. CSAM or its affiliates may, from such entity's own resources,
which may include a fee it receives from a Fund, pay Service Organizations a fee
(the "Service Fee") for additional services provided or expenses incurred by the
Service Organization. The Service Fee payable to any particular Service
Organization is determined based upon a number of factors, including the nature
and quality of services provided, the operations processing requirements of the
relationship and the standardized fee schedule of the Service Organization.
Payments by a Fund under this Plan shall not be made to a Service Organization
with respect to services for which the Service Organization is otherwise
compensated by CSAM or its affiliates.
Section 3. Monitoring
CSAMSI shall monitor the arrangements pertaining to the Funds'
Agreements with Service Organizations.
Section 4. Selection of Certain Trustees
While the Plan is in effect, the selection and nomination of each
Fund's Board members 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 "Independent Board members") will be committed to
the discretion of the Independent Board members then in office who are not
interested persons of the Fund.
Section 5. Approval by Shareholders
The Plan is effective with respect to a Fund, and fees are
payable in accordance with Section 1 of the Plan pursuant to the approval of the
Plan by a vote of at least a majority of the outstanding voting securities of
the Advisor Class of the Fund.
Section 6. Approval and Amendment of Plan
The Plan is effective with respect to a Fund, and payments under
any related agreement may be made pursuant to the approval of the Plan and such
agreement by a majority vote of both (a) the full Board of the Fund and (b) the
Independent Board members, cast in person at a meeting called for the purpose of
voting on the related agreement.
The Plan may not be amended to increase materially the amount of
the fees described in Section 1 above with respect to the Advisor Class without
approval of at least a majority of the outstanding voting securities of the
Advisor Class. In addition, all material amendments to the Plan must be approved
by the Fund's Board in the manner described in this Section.
Section 7. Continuance of Plan; Reporting Obligations
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The Plan will continue in effect with respect to a Fund for so
long as its continuance is specifically approved at least annually by the Fund's
Board in the manner described in Section 6 above.
In each year during which the Plan remains in effect, CSAMSI will
furnish to each Fund's Board, and the Board will review, at least quarterly,
written reports, which set out the amounts expended under the Plan and the
purposes for which those expenditures were made.
Section 8. Termination
The Plan may be terminated with respect to a Fund at any time by
a majority vote of the Independent Board members or by a majority of the
outstanding voting securities of the Advisor Class of the Fund.
Section 9. Preservation of Materials
Each Fund will preserve copies of the Plan, any agreement
relating to the Plan and any report made pursuant to Section 7 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 10. 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 meanings
that those terms have under the 1940 Act and the rules and regulations
thereunder, subject to any exemption that may be granted to the Fund under the
1940 Act by the Securities and Exchange Commission.
Effective Date: December 18, 2000
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EXHIBIT A
DLJ FOCUS FUNDS
Growth and Income Fund
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