DLJ FOCUS FUNDS
(formerly "DLJ Winthrop Focus Funds")
PLAN FOR MULTIPLE CLASSES OF SHARES
THIS PLAN, as it may be amended from time to time, sets forth the
separate arrangement and expense allocation of each class of shares of each
series of DLJ Focus Funds, a Massachusetts business trust (the "Trust"). The
Plan has been adopted pursuant to Rule 18f-3(d) under the Investment Company Act
of 1940, as amended (the "Act"), by a majority of the Trustees of the Trust,
including a majority of the Trustees who are not interested persons of the Trust
within the meaning of Section 2(a)(19) of the Act ("Independent Trustees"). Any
material amendment to this plan is subject to the prior approval of the
Trustees, including a majority of the Independent Trustees.
1. General
A. Any series of the Trust (a "Series") may issue more than one class
of shares of beneficial interest (each, a "Class"), provided that
each Class --
i. Shall have a different arrangement for shareholder services or
the distribution of securities or both, and shall pay all of
the expenses of that arrangement, except for Class D shares of
a Series, which Class shall not have such an arrangement or
pay any of the expenses for such services;
ii. Each class may pay a different share of other expenses, not
including advisory or custodial fees or other expenses related
to the management of a Fund's assets, if these expenses are
actually incurred in a different amount by that Class, or if
the Class receives services of a different kind or to a
different degree than other Classes of the same Fund ("Other
Class Expenses");
iii. May pay a different advisory fee to the extent that any
difference in amount paid is the result of the application of
the same performance fee provisions in the advisory contract
of the Fund or Series to the different investment performance
of each Class;
iv. Shall have exclusive voting rights on any matter submitted to
shareholders that relates solely to its arrangement, if any;
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v. Shall have separate voting rights on any matter submitted to
shareholders in which the interests of one Class differ from
the interests of any other Class; and
vi. Shall have in all other respects the same rights and
obligations as each other Class of the Series.
B. Other Class Expenses may include only (i) transfer agency fees
attributable to a specific Class; (ii) printing and postage expenses
related to preparing and distributing materials such as shareholder
reports, prospectuses and proxies to current shareholders of a
specific Class; (iii) blue sky registration fees incurred by a
Class; (iv) registration fees of the Securities and Exchange
Commission (the "Commission") incurred by a Class; (v) the expenses
of administrative personnel and services as required to support the
shareholders of a specific Class; (vi) litigation or other legal
expenses relating solely to one Class; and (vii) Trustees' fees
incurred as a result of issues relating to one Class.
C. Income, realized and unrealized capital gains and losses, and
expenses of a Series not allocated to a particular Class shall be
allocated to each Class of that Series on the basis of the net asset
value of the Class in relation to the net asset value of the Series.
D. On an ongoing basis, the Trustees, pursuant to their fiduciary
responsibilities under the Act and otherwise, will monitor each
Fund for the existence of any material conflicts among the interests
of its several Classes. The Trustees, including a majority of the
Independent Trustees, shall take such action as is reasonably
necessary to eliminate any such conflicts that may develop. DLJ
Asset Management Group, Inc. (the "Adviser") and Donaldson, Lufkin &
Jenrette Securities Corporation (the "Distributor") will be
responsible for reporting any potential or existing conflicts to the
Trustees. If a conflict arises, the Adviser and the Distributor will
be responsible at their own cost for remedying such conflict by
appropriate steps up to and including the establishment of a new
registered management investment company.
E. The Trust's plans adopted under Rule 12b-1 under the Act (the "Rule
12b-1 Plan") provide that the Trustees will receive quarterly and
annual statements complying with paragraph (b)(3)(ii) of Rule 12b-1,
as it may be amended from time to time. In the statements, only
distribution expendi tures properly attributable to the sale of a
Class will be used to support the Rule 12b-1 fee charged to
shareholders of such Class. Expenditures not related to the sale of
a specific Class will not be presented to the Trustees
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to support Rule 12b-1 fees charged to shareholders of such Class.
The statements, including the allocations upon which they are based,
will be subject to the review and approval of the Independent
Trustees in the exercise of their fiduciary duties.
F. Dividends paid by a Fund with respect to each Class, to the extent
any dividends are paid, will be calculated in the same manner, at
the same time and on the same day and will be in the same amount,
except that fee payments made under the Rule 12b-1 Plan relating to
the Classes will be borne exclusively by each Class and except that
any Class Expenses may be borne by the applicable Class.
G. For purposes of expressing an opinion on the financial statements of
a Fund, the methodology and procedures for calculating the net asset
value and dividends/distributions of the Fund's several classes and
the proper allocation of income and expenses among such classes will
be examined annually by the Fund's independent auditors who, in
performing such examination, shall consider the factors set forth in
the relevant auditing standards adopted from time to time by the
American Institute of Certified Public Accountants.
H. Each Series may be offered with an exchange privilege providing that
the securities of a class may be exchanged for certain securities of
another Series or another fund advised by the Trust's investment
adviser or whose securities are distributed by the Trust's
distributor or otherwise.
I. Each Series may be offered with a conversion feature providing that
the shares of one class (the "Purchase Class") will be exchanged
automatically for shares of another class (the "Target Class") after
a specified period of time, provided that, such conversion will be
effected on the basis of relative net asset values of the two
classes without the imposition of any sales load, fee or other
charge and that the expenses of the Target Class, including payments
authorized under a Rule 12b-1 plan, are not higher than the expenses
of the Purchase Class, including payments authorized under a Rule
12b-1 plan; and, if the amount of expenses of the Target Class,
including payments under a Rule 12b-1 plan, are increased materially
without approval of the shareholders of the Purchase Class, the
Trust will establish a new Target Class for the Purchase Class on
the same terms as applied to the Target Class before the increase.
J. Each Series may offer a conversion feature providing that shares of
a class in which an investor is no longer eligible to participate
may be converted to shares of a class in which such investor is
eligible to participate
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provided that such investor is given notice of the proposed
conversion either at the time of purchase or subsequently and the
conversion is effected on the basis of the relative net asset values
of the two classes without the imposition of a sales load, fee or
other charge.
2. Terms of the Classes
A. Each Series offers three classes of shares (each, a "Class"),
designated Class A, Class B and Class C, and the DLJ Core Equity
Fund, the DLJ Growth and Income Fund, and the DLJ Fixed Income Fund
offer a fourth class of shares, designated Class D. Upon approval of
this Plan, each Series will offer an additional class of shares,
designated Class R. Each Series reserves the right to issue
additional classes.
B. Class A shares are offered subject to a front-end sales load of up
to (i) 5.75% of the offering price of the DLJ Core Equity Fund, DLJ
Growth and Income Fund and DLJ Small Company Value Fund and (ii)
4.75% of the offering price of the DLJ Fixed Income Fund and the DLJ
Municipal Trust Fund; provided, however, that such front-end sales
charges may be waived in certain circumstances described in the
Prospectus. Each Series' Class A Shares are subject to a management
fee as described in the Prospectus, and a Rule 12b-1 fee of .25 of
1% per year of the average daily net assets of the Class A shares of
such Series consisting of distribution payments and/or service fees
of .25 of 1% per year of the average daily net assets of the Class A
shares of such Series.
C. Each Series' Class B shares are offered subject to a contingent
deferred sales charge of 4% if redeemed within 1 year after
purchase, 3% if redeemed more than 1 year but less than 2 years of
purchase, 2% if redeemed more than 2 years but less than 3 years
after purchase, and 1% if redeemed more than 3 years but less than 4
years after purchase and 0% if redeemed more than 4 years after
purchase; provided, however, that such contingent deferred sales
charge may be waived in certain circumstances described in the
Prospectus. Each Series' Class B shares are subject to a management
fee as described in the Prospectus and a Rule 12b-1 fee at an annual
rate of 1.00% per year of the average daily net assets of the Class
B shares of such Series consisting of (i) an asset-based sales
charge of .75 of 1% per year of the average daily net assets of the
Class B shares of such Series and (ii) a service fee of .25 of 1%
per year of the average daily net assets of the Class B shares of
such Series.
D. Each Series' Class C shares will be offered subject to a contingent
deferred sales charge of 1% if redeemed within 1 year after purchase
and
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0% if redeemed more than 1 year after purchase; provided, however,
that such contingent deferred sales charge may be waived in certain
circumstances described in the Prospectus. Each Series' Class C
shares will be subject to a management fee as described in the
Prospectus and a Rule 12b-1 fee at an annual rate of 1.00% per year
of the average daily net assets of the Class C shares of such Series
consisting of (i) an asset-based sales charge of .75 of 1% per year
of the average daily net assets of the Class C shares of such Series
and (ii) a service fee of .25 of 1% per year of the average daily
net assets of the Class C shares of such Series.
E. Class D shares of the Series offering such shares are not subject to
any sales charges, distribution fees, or service fees.
F. Each Series' Class R shares will be offered without a front-end
sales load or a contingent deferred sales charge but will be subject
to a Rule 12b-1 fee at an annual rate of .25 of 1% of the average
daily net assets of the Class R shares of such Series.
G. Except for shares acquired through reinvestment of dividends, each
Series' Class B shares held for 8 years after purchase will be
automatically converted into Class A shares of such Series.
H. Shares of one Class of a Series can be converted to another Class of
the same Series or exchanged for shares of the same class of DLJ
Winthrop Government Money Fund or DLJ Winthrop Municipal Money Fund
or for shares of the same class of other DLJ Winthrop Opportunity
Funds, where legally permissible and as described in the Prospectus.
Approved __________, 2000.
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