ALPHA SELECT FUNDS
Rule 18f-3
Multiple Class Plan
May 23, 2000
Alpha Select Funds (the "Trust"), a registered investment company that
currently consists of the Target Select Equity Fund (the "Fund"), has elected to
rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), in offering multiple classes of shares in the Fund as listed on
Schedule A hereto.
A. Attributes of Share Classes
1. The rights of each class of shares of the Fund shall be as set forth in
the Certificate of Class Designation for each class (each a "Certificate") as
each such Certificate is approved by the Trust's Board of Trustees and as
attached hereto as Exhibits.
2. With respect to each class of shares created hereunder, each share of
the Fund will represent an equal pro rata interest in the Fund and will have
identical terms and conditions, except that: (i) each new class will have a
different class name (or other designation) that identifies the class as
separate from any other class; (ii) each class will be offered and sold only to
investors meeting the qualifications set forth in the Certificate and disclosed
in the Trust's Prospectus; (iii) each class will separately bear any
distribution fees that are payable in connection with a distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act (a "Distribution Plan"), and
separately bear any other service fees ("service fees") that are payable under
any service agreement entered into with respect to that class which are not
contemplated by or within the scope of the Distribution Plan; (iv) each class
may bear, consistent with rulings and other published statements of position by
the Internal Revenue Service, the expenses of the Fund's operations which are
directly attributable to such class ("Class Expenses"); and (v) shareholders of
each class will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to such class (such as a Distribution Plan or
service agreement relating to such class), and will have separate voting rights
on any matter submitted to shareholders in which the interests of that class
differ from the interests of any other class.
B. Expense Allocations
With respect to the Fund, the expenses of each class shall be allocated as
follows: (i) any Rule 12b-1 fees relating to a particular class of shares
associated with a Distribution Plan or service fees relating to a particular
class of shares are (or will be) borne exclusively by that class; (ii) any
incremental transfer agency fees relating to a particular class are (or will
be) borne exclusively by that class; and (iii) Class Expenses relating to a
particular class are (or will be) borne exclusively by that class.
Non-class specific expenses shall be allocated in accordance with Rule
18f-3(c).
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C. Amendment of Plan; Periodic Review
This Plan must be amended to properly describe (through additional exhibits
hereto) each new class of shares upon its approval by the Board of Trustees of
the Trust.
The Board of Trustees of the Trust, including a majority of the Trustees
who are not "interested persons" of the Trust as defined in the 1940 Act, must
review this Plan at least annually for its continued appropriateness, and must
approve any material amendment of the Plan as it relates to any class of any
Fund covered by the Plan. In approving any material amendment to the Plan, the
Trustees, including a majority of the Trustees who are not interested persons of
the Trust, must find that the amendment is in the best interests of each class
individually and the Trust as a whole.
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Schedule A
Alpha Select Funds
Target Select Equity Fund
<PAGE>
Exhibit A
ALPHA SELECT FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class A Shares
1. Class-Specific Servicing Arrangements; Other Expenses.
Class A Shares are sold at net asset value and are not subject to any Rule
12b-1 fees. As described in the Prospectus, Class A Shares are subject to
shareholder servicing fees for various services including: maintaining client
accounts; arranging for bank wires; responding to client inquiries concerning
services provided for investments; changing dividend options; account
designation and addresses; providing sub-accounting; providing information on
share positions to clients; forwarding shareholder communications to clients;
processing purchase, exchange and redemption order; and processing dividend
payments.
2. Eligibility of Purchasers
Class A Shares require a minimum initial investment of $1,000.
3. Exchange Privileges
Class A Shares of the Fund may be exchanged for Class A Shares of any other
fund of the Trust in accordance with the procedures and possible sales charges
disclosed in the Fund's Prospectus and subject to any applicable limitations
resulting from the closing of funds or the Fund to new investors.
4. Voting Rights
Each Class A shareholder will have one vote for each full Share held and a
fractional vote for each fractional Share held. Class A shareholders will have
exclusive voting rights regarding any matter submitted to shareholders that
relates solely to Class A (such as a distribution plan or service agreement),
and will have separate voting rights on any other matter submitted to
shareholders in which the interests of the Class A Shareholders differ from the
interests of holders of any other class.
5. Conversion Rights
Class A Shares do not have a conversion feature.
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Exhibit B
ALPHA SELECT FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class C Shares
1. Class-Specific Servicing Arrangements; Other Expenses.
As described in the Prospectus, Class C Shares are sold at net asset value
and are subject to a Rule 12b-1 fee to compensate the Distributor for its
services in connection with distribution assistance or provision of shareholder
services. Some or all of the compensation may be used to pay financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies, investment counselors, broker-dealers and the Distributor's
affiliates and subsidiaries for services or reimbursements of expenses incurred
in connection with distribution assistance or provision of shareholder services.
Also described in the Prospectus, Class C Shares are subject to shareholder
servicing fees for various services including: maintaining client accounts;
arranging for bank wires; responding to client inquiries concerning services
provided for investments; changing dividend options; account designation and
addresses; providing sub-accounting; providing information on share positions to
clients; forwarding shareholder communications to clients; processing purchase,
exchange and redemption order; and processing dividend payments.
2. Eligibility of Purchasers
Class C Shares require a minimum initial investment of $1,000.
3. Exchange Privileges
Class C Shares of the Fund may be exchanged for Class C Shares of any other
fund of the Trust in accordance with the procedures and possible sales charges
disclosed in the Fund's Prospectus and subject to any applicable limitations
resulting from the closing of funds or the Fund to new investors.
4. Voting Rights
Each Class C shareholder will have one vote for each full Share held and a
fractional vote for each fractional Share held. Class C shareholders will have
exclusive voting rights regarding any matter submitted to shareholders that
relates solely to Class C (such as a distribution plan or service agreement),
and will have separate voting rights on any other matter submitted to
shareholders in which the interests of the Class C Shareholders differ from the
interests of holders of any other class.
5. Conversion Rights
Class C Shares do not have a conversion feature.
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Exhibit C
ALPHA SELECT FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class I Shares
1. Class-Specific Distribution Arrangements; Other Expenses.
Class I Shares are at net asset value and are not subject to Rule 12b-1 or
shareholder servicing fees.
2. Eligibility of Purchasers
Class I Shares generally require a minimum initial investment of $500,000.
Class I Shares of the Penn Capital Strategic High Yield Bond Fund generally
require a minimum initial investment of $100,000.
3. Exchange Privileges
Class I Shares of the Fund may be exchanged for Class I Shares of any other
fund of the Trust in accordance with the procedures disclosed in the Fund's
Prospectus and subject to any applicable limitations resulting from the closing
of funds or the Fund to new investors.
4. Voting Rights
Each Class I shareholder will have one vote for each full Class I Share
held and a fractional vote for each fractional Share held. Class I shareholders
will have exclusive voting rights regarding any matter submitted to shareholders
that relates solely to Class I (such as a distribution plan or service
agreement), and will have separate voting rights on any other matter submitted
to shareholders in which the interests of Class I shareholders differ from the
interests of holders of any other class.
5. Conversion Rights
Class I Shares do not have a conversion feature.
