▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
DISTRIBUTION PLAN AND AGREEMENT
ADVISOR SHARES
This Distribution Plan and Agreement (the "Plan") constitutes the
Distribution Plan of ▇▇▇▇▇▇▇▇ International Alpha Fund and ▇▇▇▇▇▇▇▇ U.S.
Opportunities Fund (collectively, the "Funds"), each a series of shares of
beneficial interest of ▇▇▇▇▇▇▇▇ Capital Funds (Delaware) (the "Trust"), adopted
in respect of the Funds' Advisor Shares pursuant to the provisions of Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"), and the
Distributor's Contract between the Trust and ▇▇▇▇▇▇▇▇ Fund Advisors Inc.
("▇▇▇▇▇▇▇▇ Fund Advisors"), the principal underwriter of the Trust's shares.
During the effective term of this Plan, a Fund may make payments to ▇▇▇▇▇▇▇▇
Fund Advisors upon the terms and conditions hereinafter set forth:
SECTION 1. Each Fund may make payments to ▇▇▇▇▇▇▇▇ Fund Advisors, in the
form of fees or reimbursements, to compensate ▇▇▇▇▇▇▇▇ Fund Advisors for
services provided and expenses incurred by it for purposes of promoting the sale
of Advisor Shares of the Fund, reducing redemptions of Advisor Shares, or
maintaining or improving services provided to holders of Advisor Shares without
limitation investment dealers. The amount of such payments and the purposes for
which they are made shall be determined by the Qualified Trustees (as defined
below). Payments under this Plan in any fiscal year shall not exceed the annual
rate of 0.25% of the average net asset value of a Fund attributable to its
Advisor Shares, as determined at the close of each business day during the
fiscal year. A majority of the Qualified Trustees (as defined below) may, at any
time and from time to time, reduce the amount of such payments, or may suspend
the operation of the Plan for such period or periods of time as they may
determine.
SECTION 2. This Plan shall not take effect with respect to a Fund until it
has been approved by votes of the majority (or whatever greater percentage may,
from time to time, be required by Section 12(b) of the Act or the rules and
regulations thereunder) of both (i) the Trustees of the Trust, and (ii) the
Qualified Trustees of the Trust, cast in person (as and to the extent required
by applicable law) at a meeting called for the purpose of voting on this Plan.
SECTION 3. This Plan shall continue in effect with respect to each Fund for
a period of more than one year after it takes effect only so long as such
continuance is specifically approved at least annually in the manner provided
for approval of this Plan in Section 2.
SECTION 4. ▇▇▇▇▇▇▇▇ Fund Advisors, or any other 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, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 5. This Plan may be terminated at any time with respect to a Fund
by vote of a majority of the Qualified Trustees, or by vote of a majority of the
Fund's outstanding voting securities.
SECTION 6. 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 vote of a majority of the Qualified Trustees or by vote of a
majority of outstanding voting securities of the Fund in question, 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 7. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 1 hereof with respect to
a Fund without the approval of a majority of the outstanding voting securities
of the Fund, and all material amendments to this Plan shall be approved in the
manner provided for approval of this Plan in Section 2.
SECTION 8. 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", "interested
person", and "vote of a majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission; provided, however, that any references to a Fund's voting
securities shall be deemed to include only references to the Fund's Advisor
Shares, except to the extent otherwise required by law.
SECTION 9. A copy of the Amended and Restated Trust Instrument of the Trust
is on file with the Secretary of State of the State of Delaware, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations of or arising
out of this instrument are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Funds.
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