VINTAGE MUTUAL FUNDS, INC.
DISTRIBUTION & SHAREHOLDER SERVICE PLAN
DISTRIBUTION AND SHAREHOLDER SERVICE PLAN, dated as of April 9, 1998,
of the Vintage Mutual Funds, Inc., a Maryland corporation (hereinafter the
"Company").
W I T N E S S E T H
WHEREAS, the Company, its series (each referred to as a "Fund" or
collectively as "Funds") are engaged in business as open-end management
investment companies and are registered under the Investment Company Act of
1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act"); and
WHEREAS, Rule 12b-1 under the Investment Company Act of 1940 ("Rule
12b-1") provides that, except as provided in Rule 12b-1, it shall be unlawful
for any registered open-end management investment company (other than such
company complying with the provisions of Section 10(d) under the Investment
Company Act of 1940 (the "1940 Act")) to act as distributor of securities of
which such company is the issuer, except through an underwriter; and
WHEREAS, Rule 12b-1 provides that a registered open-end management
investment company will be deemed to be acting as a distributor of securities of
which it is the issuer, other than through an underwriter, if it engages
directly or indirectly in financing any activity which is primarily intended to
result in the sale of shares issued by such company, including, but not
necessarily limited to, advertising, compensation of underwriters, dealers and
sales personnel, the printing and mailing of prospectuses to other than current
shareholders, and the printing and mailing of sales literature; and
WHEREAS, the Company has appointed BISYS Fund Services Limited
Partnership d/b/a BISYS Fund Services ("Distributor"), the distributor of the
Funds pursuant to a Distribution Agreement under which the Distributor agrees to
distribute and pay the costs of distributing shares of the Funds (the "Shares"),
and, where applicable, each class of shares ("Class") which Shares shall be
issued in series corresponding to the portfolios of the Funds, in consideration
of all of which the Distributor shall receive fees and reimbursements from the
Funds as provided in the Distribution Agreement; and
WHEREAS, Rule 12b-1 provides that a registered, open-end management
company may act as a distributor of securities of which it is the issuer,
provided that any payments made by such company in connection with such
distribution are made pursuant to a written plan describing all material aspects
of the proposed financing of distribution and that all agreements with any
person relating to implementation of the plan are in writing and provided
further that certain additional conditions are met; and
WHEREAS, the Company recognizes and agrees that (a) the Distributor may
retain the services of broker/dealer firms ("Firms") and other financial
services firms (collectively, "Participating Organizations") to facilitate
purchases and provide other servies to shareholders, (b) the Distributor intends
to compensate each Participating Organization which sells Shares at the rates
set forth in Schedule 1 hereto, as such may be revised from time to time, and
(c) the Distributor may make such payments out of the fee paid to the
Distributor hereunder, its profits or any other source available to it, to the
Participating Organizations for such services; and
WHEREAS, the Board of Directors of the Company and the Shareholders of
the Company have previously adopted various forms of Distribution Plans for the
Company's various Funds and classes of shares of such Funds; and
WHEREAS, the Board of Directors of the Company desire to amend and
restate the various Plans as one plan applicable to each of the Funds and
classes of shares as may be appropriate; and
WHEREAS, such amendment and restatement of the Plans does not effect
any increase in the fees payable under the various Plans nor make any material
changes in the provisions and terms of such Plans; and
WHEREAS, the Board of Directors of the Company, in considering whether
it should adopt and implement this Plan as to the Funds, has evaluated such
information as it deemed necessary to an informed determination as to whether
this Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Funds for such purposes, and has determined that there is a reasonable
likelihood that the adoption and implementation of this Plan will benefit the
Funds and their shareholders;
NOW, THEREFORE, the Board of Directors of the Company hereby amends and
restates the Distribution Plan for the Funds in accordance with Rule 12b-1, on
the following terms and conditions:
Section 1. Allocation of Responsibilities.
(a) The Company shall be solely responsible for all actions required to
be taken in connection with the offer, sale and distribution of the Shares,
other than such actions as are expressly assumed by the Distributor pursuant to
(1) the terms of this Plan and (2) the Distribution Agreement, which complies
with the provisions of Sections 6 and 7 of this Plan.
(b) The Distributor shall be solely responsible for (1) the
distribution of and payment of the costs of distribution of the Shares, which
costs shall include, by way of example, but not by way of limitation,
compensation paid to registered representatives of the Distributor and to Firms
that have entered into sales agreements with the Distributor, the costs of
preparing, printing and distributing sales literature, the costs of preparing
and running advertisements on radio, television, newspapers or magazines, costs
connected with the use of a "toll-free" telephone number for the Funds and other
distribution-related expenses, but excluding fees and expenses of registering
and qualifying the Funds and the Shares for distribution under federal and state
securities laws; (2) such other responsibilities assumed by the Distributor
pursuant to the Distribution Agreement; and (3) any other responsibilities in
connection with the distribution of the Shares assumed by the Distributor
pursuant to a written agreement which complies with Sections 6 and 7 of this
Plan.
Section 2. Payment of Costs of Distribution.
(a) As long as the Distribution Agreement, or any amendment thereto
complying with Sections 6 and 7 of this Plan, shall remain in effect, as
consideration for all services performed and expenses incurred in the
performance of its obligations under the Distribution Agreement, the Funds shall
pay the Distributor a daily distribution fee payable monthly as provided in
Schedule 1 to the Distribution Agreement as it may be amended from time to time,
provided that the maximum annual fee may not be increased except as provided in
Section 7 of this Plan. Average daily net assets shall be computed in accordance
with the currently effective Prospectus of the Fund.
(b) The Funds understand that agreements between the Distributor and
the Dealers may provide for payment of fees to Dealers to encourage the sale of
Shares and may provide for a portion (which may be all or substantially all) of
the fees payable by the Funds to the Distributor under the Distribution
Agreement to be paid by the Distributor to the Dealers in consideration of the
Dealers' services as dealers of the Shares. The Funds further understand that
the Distributor intends to enter into agreements with Participating
Organizations that are not Dealers. Insofar as Participating Organizations are
not Dealers, they will be compensated under the Plan solely for administrative
and shareholder services for their clients who wish to invest in the Funds. None
of the services provided by such Participating Organizations other than Dealers
will involve the solicitation or sale of Shares of the Fund. Nothing in this
Plan shall be construed as requiring the Funds to make any payment to any
Participating Organization or to have any obligations to any Participating
Organization in connection with services as a dealer of the Shares. The
Distributor shall agree and undertake that any agreement entered into between
the Distributor and any Participating Organization shall provide that such
Participating Organization shall look solely to the Distributor for compensation
for its services thereunder and that in no event shall such Dealer seek any
payment from the Fund.
(c) The Advisor to the Funds may, at its option, make payments from its
own resources to cover the costs of additional distribution activities.
(d) This Plan shall be subject to limitations imposed by the Sales
Charge Rule, unless the Funds, the Distributor or any other person obtain
exemptive relief from the provisions of the Sales Charge Rule of Article III,
Section 26 of the NASD Rules of Fair Practice RE: Regulations by the NASD of
Mutual Fund Asset-Based Sales Charges as described in NASD Notice to Members
90-56.
(e) The Fund shall pay all fees and expenses of any independent
auditor, legal counsel, investment advisor, administrator, transfer agent,
custodian, shareholder servicing agent, registrar or dividend disbursing agent
of the Fund; expenses of distributing and redeeming Shares and servicing
shareholder accounts; expenses of preparing notices, proxy statements and
reports to governmental officers and commissions and to shareholders of the
Fund, except that the Distributor shall be responsible for the expenses of
printing (excluding typesetting) and distributing prospectuses to prospective
shareholders as provided in paragraphs 1 and 2 hereof; expenses connected with
the execution, recording and settlement of portfolio security transaction;
insurance premiums; expenses of shareholder meetings; and expenses relating to
the issuance, registration and qualification of Shares.
Section 3. Portfolio Approvals.
(a) The Funds represent that this Plan, together with the Distribution
Agreement, has been approved by a vote of the Board of Directors of the Company
and of the Directors of the Company who are not interested persons of the Funds,
as defined in Section 2(a)(19) of the 1940 Act and the rules, regulations and
releases relating thereto, and have no direct or indirect financial interest in
the operation of the Plan, or in the Distribution Agreement, or any other
agreement related to the Plan ("Interested Persons"), cast in person at a
meeting called for the purpose of voting on the Plan and the Distribution
Agreement.
(b) In approving the Plan and the Distribution Agreement, the Directors
have undertaken the following:
(1) The Directors have concluded, in the exercise of
reasonable business judgment and in light of their
fiduciary duties under state law and Sections 36(a)
and 36(b) of the 1940 Act, that the Plan will benefit
the Funds and their shareholders.
(2) The Directors have requested and evaluated such
information as was reasonably necessary to an
informed determination of whether the Plan should be
implemented, and, in connection therewith, officials
of the Distributor, as a party to agreements related
to the Plan, have furnished such information
reasonably necessary for the foregoing purposes.
(3) The Directors have considered and given appropriate
weight to all pertinent factors, including, without
limitation, the following:
(A) the need for independent counsel or experts to assist
the Directors in reaching a determination;
(B) the nature of the problems or circumstances which
purportedly make implementation of the Plan necessary
or appropriate;
(C) the causes of such problems or circumstances;
(D) the way in which the Plan would address these problems
or circumstances and how it would be expected to
resolve or alleviate them, including the nature and
approximate amount of the expenditures to the overall
cost structure of the Fund, the nature of the
anticipated benefits and the time it would take for
those benefits to be achieved;
(E) the merits of possible alternative plans;
(F) the interrelationship between the Plan and the
activities of any other person who finances or has
financed distribution of the Shares, including whether
any payments by the Funds to such other person are made
in such a manner as to constitute the indirect
financing of distribution by the Funds; and
(G) the possible benefits of the Plan to any other person
relative to those expected to inure to the Funds.
Section 4. Reports to and Review by the Board of Directors of the Funds.
(a) Any person authorized to direct the disposition of monies paid or
payable by the Funds pursuant to the Plan, the Distribution Agreement or any
other agreement related to the Plan shall provide the Board of Directors of the
Company, and the Board of Directors of the Company shall review, at least
quarterly, a written report of the specific purposes for which such expenditures
were made.
(b) The Distribution Agreement and any other agreement related to the
Plan shall, by their respective terms, provide that appropriate officers of the
Distributor, or any party to such other agreement, shall provide the Directors
of the Company with such information as may be reasonably necessary to the
Directors of the Company for the purposes required by Sections 3(a), 3(b) and
8(d) of this Plan.
Section 5. Selection of Directors.
In connection with the implementation and continuation of the Plan, the
Company hereby undertakes to commit the selection and nomination of Directors of
the Company who are not Interested Persons to a committee comprised of such
Directors who are not such Interested Persons.
Section 6. Concerning the Distribution Agreement and Other Agreements Related to
the Plan.
In addition to the requirements contained in Sections 4(b) and 8 of the
Plan, the Distribution Agreement and any other agreement related to the Plan
shall be in writing and shall provide in substance that such agreement shall be
terminated:
(a) at any time, without the payment of any penalty, by vote of a
majority of the members of the Board of Directors of the Company who are not
Interested Persons or by vote of a majority of the outstanding Shares of the
Funds on not more than sixty (60) days' written notice to the other party
thereto; provided that if a majority of the outstanding Shares of any Fund votes
to terminate this Plan, such termination shall be effective with respect to such
Fund, whether or not the shareholders of any other Fund have voted to terminate
this Plan; and
(b) automatically, in the event of its assignment.
Section 7. Amendments and Modifications.
The Plan, the Distribution Agreement and any other agreement related to
the Plan shall not be amended, modified or superseded except by an agreement in
writing, and, in addition:
(a) may not be amended to increase materially the amount to be spent
for costs of distribution of any Fund, as provided in Section 2 of this Plan,
without the approval of a majority of the outstanding Shares of such Fund
subject to such increase; and
(b) may not be amended in any material manner unless such amendment has
been approved in the manner provided in, and consistent with the procedures
specified by, Sections 3(a), 3(b) and 8(d) of this Plan.
(c) If a majority of the outstanding Shares of any Fund votes to amend
this Plan, such amendment shall be effective with respect to such Fund, whether
or not the Shareholders of any other Fund vote to adopt such amendment.
Section 8. Continuation and Termination.
(a) The Plan shall terminate automatically in the event the shareholder
approval required pursuant to Section 10 is not received.
(b) The Plan, the Distribution Agreement and any other agreement
related to the Plan shall continue in effect for a period of more than one (1)
year from its adoption only as long as the continuance is specifically approved
in the manner described in subsection (d) of this Section 8.
(c) The Plan may be terminated at any time by a majority of the members
of the Board of Directors of the Company who are not Interested Persons or by
vote of a majority of the outstanding Shares of the Funds.
(d) In determining whether the Plan shall be continued or terminated as
provided in Section 8, the Directors of the Company shall make such
determination in the manner provided in, and consistent with the procedures
specified by, Sections 3(a) and 3(b) of this Plan; provided that, in addition to
the factors specified in Section 3(b)(3), the Directors of the Company shall
also consider and give appropriate weight to the following factors:
(1) the effect of the Plan on existing shareholders; and
(2) whether the Plan has, in fact, produced the
anticipated benefits for the Funds and their
shareholders.
Section 9. Preservation of Information.
(a) The Fund shall, for a period of not less than six (6) years, preserve
the following information and documentation:
(1) the Plan;
(2) the Distribution Agreement;
(3) any other agreement related to the Plan;
(4) any report made pursuant to Section 4 of the Plan;and
(5) all minutes which are recorded as a result of the
requirements of Sections 3, 7 or 8 of the Plan and
which relate to the approval, amendment or
continuation of the Plan, the Distribution Agreement
or any other agreement related to the Plan.
(b) With respect to the information and documentation required to be
preserved pursuant to subsection (a) of this Section 9, such information and
documentation shall be preserved in an easily accessible place for a period of
not less than two (2) years.
Section 10. Shareholder Approval and Effective Date.
The effective date of this Plan shall be the date upon which this Plan
is approved by a vote of the holders of at least a majority of the Shares of
each Fund and, where applicable, each Class; provided that, if a majority of the
Shares of any Fund and, where applicable, each Class approves this Plan, it
shall be effective with respect to such approving Fund, whether or not the
Shareholders of any other Fund vote to approve this Plan. Wherever referred to
in this Plan, the vote or approval of the holders of a majority of the
outstanding Shares of the Funds or any Fund shall mean the vote of (a)
sixty-seven percent (67%) of such outstanding Shares present at a meeting if the
holders of more than fifty percent (50%) of such outstanding Shares are present
in person or by proxy or (b) more than fifty percent (50%) of such outstanding
shares, whichever is lesser.
The Plan was last adopted by the Board of Directors on October 30,
1997, and by the Shareholders of each of the series and class as appropriate as
follows:
Fund Class Date of Approval
Government Assets "S" Shares February 13, 1998
Liquid Assets "S" Shares February 13, 1998
Liquid Assets "S2" Shares February 13, 1998
Municipal Assets "S" Shares February 13, 1998
Vintage Limited Term February 13, 1998
Vintage Bond February 13, 1998
Vintage Income February 13, 1998
Vintage Municipal Bond February 13, 1998
Vintage Balanced February 13, 1998
Vintage Equity "T" Shares February 13, 1998
Vintage Equity "S" Shares February 13, 1998
Vintage Aggressive Growth February 13, 1998
Exhibit A
Schedule 1
Distribution Fees
Vintage Mutual Funds, Inc.
Maximum
Annual Fee Present
Fund/Class Per Plan Approved Fee
Institutional Reserves 0.25% 0.00%
Government Assets
"S" Shares 0.25% 0.00%
Liquid Assets
"S" Shares 0.50% 0.40%
"S2" Shares 0.25% 0.15%
Municipal Assets
"S" Shares 0.25% 0.15%
Vintage Limited Term 0.25% 0.00%
Vintage Bond 0.25% 0.00%
Vintage Income 0.25% 0.00%
Vintage Municipal Bond 0.25% 0.00%
Vintage Balanced 0.25% 0.00%
Vintage Equity
"S" Shares 0.25% 0.00%
"T" Shares 0.25% 0.00%
Vintage Aggressive Growth 0.25% 0.00%
Vintage Technology 0.25% 0.00%
As amended July 18, 2000.
