DISTRIBUTION RELATED SERVICES AGREEMENT
January __, 1995
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Management Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
▇▇▇▇▇▇, Peabody Investment Trust II (the 'Trust') confirms its
agreement with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Management Inc. ('▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇')
implementing the terms of the amended and restated shareholder servicing and
distribution plan dated as of December 16, 1992 (the 'Plan') adopted by the
Trust with respect to the Class B shares (the 'Class B shares') of ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ Municipal Bond Fund (the 'Fund'), a series of the Trust, pursuant to
Rule 12b-1 (the 'Rule') under the Investment Company Act of 1940, as amended
(the '1940 Act'), as follows:
Section 1. Compensation and Services to be Rendered.
(a) The Trust will pay ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ an annual fee in connection
with distribution related services provided with respect to the Class B shares
of the Fund. The annual fee paid to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under this Agreement will
be calculated daily and paid monthly by the Trust at the annual rate of .50% of
the value of the average daily net assets of the Fund.
(b) The annual fee will be used by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to provide
initial and ongoing sales compensation to its registered representatives in
respect of sales of Class B shares of the Fund; costs of printing and
distributing the Fund's Prospectus, Statement of Additional Information and
sales literature to prospective investors that are attributable to sales of the
Class B shares of the Fund; costs associated with any advertising relating to
Class B shares of the Fund; an allocation of overhead and other ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ branch office expenses related to the distribution of Class B shares of
the Fund; and payments to, and expenses of, persons who provide support services
in connection with the distribution of the Class B shares of the Fund.
Section 2. Approval by Trustees.
This Agreement will not take effect until approved by a majority vote
of both (a) the full Board of Trustees of the Trust and (b) those Trustees who
are not interested persons of the
Trust and who have no direct or indirect financial interest in the operation of
the Plan or in this Agreement (the 'Independent Trustees'), cast in person at a
meeting called for the purpose of voting on this Agreement.
Section 3. Continuance of the Plan.
This Agreement will continue in effect from year to year so long as
its continuance is specifically approved annually by vote of the Trust's Board
of Trustees in the manner described in Section 2 above.
Section 4. Termination.
(a) This Agreement may be terminated at any time, without the payment
of any penalty, by vote of a majority of the Independent Trustees or by vote of
a majority of the outstanding voting securities represented by the Class B
shares of the Fund on not more than 30 days' written notice to ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇.
(b) This Agreement will terminate automatically in the event of its
assignment.
Section 5. Selection of Certain Trustees.
While this Agreement is in effect, the selection and nomination of the
Trust's Trustees who are not interested persons of the Trust will be committed
to the discretion of the Trustees then in office who are not interested persons
of the Trust.
Section 6. Written Reports.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that, in each year during which this
Agreement remains in effect, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will prepare and furnish to the
Trust's Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, that set out the
amounts expended under this Agreement and the purposes for which those
expenditures were made.
Section 7. Meaning of Certain Terms.
As used in this Agreement, the terms 'interested person' and 'majority
of the outstanding voting securities' will be deemed to have the same meaning
that those terms have under the 1940 Act and the rules and regulations under the
1940 Act, subject to any exemption that may be granted to the Trust under the
1940 Act by the Securities and Exchange Commission.
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Section 8. Filing of Declaration of Trust.
The Trust represents that a copy of its Declaration of Trust dated as
of August 10, 1992, as amended from time to time (the 'Declaration of Trust'),
is on file with the Secretary of the Commonwealth of Massachusetts and with the
Boston City Clerk.
Section 9. Limitation of Liability.
The obligations of the Trust under this Agreement will not be binding
upon any of the Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust, individually, but are binding
only upon the assets and property of the Trust, as provided in the Declaration
of Trust. The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust, and signed by an authorized officer of the Trust,
acting as such, and neither the authorization by the Trustees nor the execution
and delivery by the officer will be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but will bind
only the trust property of the Trust as provided in the Declaration of Trust. No
series of the Trust, including the Fund, will be liable for any claims against
any other series.
Section 10. Dates.
This Agreement has been executed by the Trust with respect to the Fund
as of January __, 1995 and will become effective as of that date.
* * * * *
If the terms and conditions described above are in accordance with
your understanding, kindly indicate your acceptance of this Agreement by signing
and returning to us the enclosed copy of this Agreement.
Very truly yours,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ INVESTMENT TRUST II
By:__________________________
Accepted:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.
By:_______________________________
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