DISTRIBUTION PLAN
ALPHA SELECT FUNDS
CLASS C SHARES
WHEREAS, ALPHA SELECT FUNDS (the "Trust") is engaged in business as an
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of Class C shares (the "Shares") of the Trust;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
SECTION 1. The Trust has adopted this Class C Distribution Plan ("Plan") to
enable the Trust to directly or indirectly bear expenses relating to the
distribution of the Shares of the portfolios of the Trust, as now in existence
or hereinafter created from time to time (each a "Portfolio").
SECTION 2. A Portfolio is authorized to pay out of the assets attributable
to its Shares a distribution fee to the principal underwriter of the Shares (the
"Distributor") at an annual rate of 0.75% of the value of the average daily net
assets of the Portfolio's Shares (the "Distribution Fee"). The Distributor may
use the Distribution Fee toward (i) compensation for its services in connection
with distribution assistance or provision of shareholder services with respect
to the Portfolio's Shares; or (ii) payments to financial institutions and
intermediaries such as banks, savings and loan associations, insurance companies
and investment counselors, broker-dealers and the Distributor's affiliates and
subsidiaries as compensation for services or reimbursement of expenses incurred
in connection with distribution assistance or provision of shareholder services
with respect to the Portfolio's Shares.
SECTION 3. The Distribution Fee shall be accrued daily and payable monthly,
and shall be paid by each Portfolio to the Distributor irrespective of whether
such fee exceeds the amounts paid (or payable) by the Distributor pursuant to
Section 2.
SECTION 4. This Plan shall not take effect with respect to any Portfolio
until it has been approved (a) by a vote of at least a majority of the
outstanding voting securities of the Shares of such Portfolio; and (b) together
with any related agreements, by votes of the majority of both (i) the Trustees
of the Trust and (ii) the Qualified Trustees, cast in person at a Board of
Trustees meeting called for the purpose of voting on this Plan or such
agreement.
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SECTION 5. This Plan shall continue in effect for a period of more than one
year after it takes effect only for so long as such continuance is specifically
approved at least annually in the manner provided in Part (b) of Section 4
herein for the approval of this Plan.
SECTION 6. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
SECTION 7. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Shares of the Portfolios.
SECTION 8. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of a majority of the Trust's outstanding voting securities of the Shares of
the Portfolios, on not more than 60 days written notice to any other party to
the agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
SECTION 9. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Shareholders holding a majority of the outstanding voting securities
of the Shares of the Portfolios, and all material amendments to this Plan shall
be approved in the manner provided in Part (b) of Section 4 herein for the
approval of this Plan.
SECTION 10. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
SECTION 11. While this Plan is in effect, the selection and nomination
of those Trustees who are not interested persons of the Trust within the meaning
of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
SECTION 12. This Plan shall not obligate the Trust or any other party to
enter into an agreement with any particular person.
Adopted: ______________
