CDC MPT+ FUNDS
SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENT
Funds Distributor Inc.
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Dear Sirs:
CDC MPT+ Funds (the "Trust") confirms its agreement with Funds
Distributor Inc. (the "Distributor"), a corporation organized under the laws of
the Commonwealth of Massachusetts, implementing the terms of the Shareholder
Servicing and Distribution Plan (the "Plan"), adopted by the Trust with respect
to U.S. Core Equity Fund, Aggressive Equity Fund and Global Independence Fund
and any other investment fund offered by the Trust in the future that adopts the
Plan (individually a "Covered Fund") and collectively the "Covered Funds"), each
a series of the Trust, pursuant to Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"). This Agreement is intended to
describe the shareholder servicing and/or distribution services to be provided
by the Distributor. Those services will be provided as set out below, as
follows:
Section 1. AMOUNT OF PAYMENTS.
(a) The Trust will pay the Distributor a fee in connection with
distribution related services provided with respect to the Investor Shares of a
Covered Fund (the "Distribution Fee") at the annual rate of .25% of the value of
the average daily net assets of the Covered Fund attributable to the Investor
Shares.
(b) The Distribution Fee to be paid with respect to the Covered
Funds under this Agreement will be calculated daily and paid monthly by the
Trust with respect to the Covered Fund's Investor Shares at the annual rates
indicated above.
Section 2. SERVICES PROVIDED UNDER THE AGREEMENT.
The Distribution Fee payable with respect to the Investor Shares of a
Covered Fund are intended to compensate the Distributor, or enable the
Distributor to compensate Service Providers including any Distributor of Shares
of the Covered Fund, for providing services that are primarily intended to
result in, or that are primarily attributable to, the sale of shares of the
covered Fund ("Selling Services"). "Selling Services" include, but are not
limited to: the printing and distribution to prospective investors in the
Covered Fund of prospectuses and statements of additional information that are
used in connection with sales of Investor Shares of the Covered Fund; the
preparation, including printing, and distribution of sales literature and media
advertisements relating to the Investor Shares of the Covered
Fund; the preparation, including printing, and distribution of sales literature
and media advertisements relating to the Investor Shares; and distributing the
Investor Shares of the Covered Fund. In providing compensation for Selling
Services in accordance with the Plan, the Distributor is expressly authorized
(i) to make, or cause to be made, payments reflecting an allocation of overhead
and other office expenses related to the distribution of the Investor Shares of
a Covered Fund; (ii) to make, or cause to be made, payments, or to provide for
the reimbursement of expenses of, persons who provide support services in
connection with the distribution of the Investor Shares of the Covered Fund; and
(iii) to make, or cause to be made, payments to broker-dealers who have sold
Investor Shares of the Covered Fund.
Section 3. APPROVAL BY TRUSTEES.
This Agreement will not take effect with respect to any Class of a
Covered Fund until approved by a majority vote of (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 4. CONTINUANCE OF AGREEMENT.
This Agreement will continue in effect with respect to a Covered Fund
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 3
above.
Section 5. TERMINATION
This Agreement may be terminated with respect to any Covered Fund 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 of the
Investor Class on not more than 60 days' written notice to the Distributor.
This Agreement will terminate automatically in the event of its assignment.
Section 6. SELECTION OF CERTAIN TRUSTEES.
While this Agreement is in effect with respect to any Covered Fund,
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 7. WRITTEN REPORTS.
The Distributor agrees that, in each year during which this Agreement
remains in effect with respect to a Covered Fund, the Distributor 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 8. PRESERVATION OF MATERIALS.
The Trust will preserve copies of this Agreement and any report made
pursuant to Section 7 above, for a period of not less than six years (the first
two years in an easily accessible place) from the date of this Agreement.
Section 9. 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.
SECTION 10. FILING OF DECLARATION OF TRUST.
The Trust represents that a copy of its Declaration of Trust, dated as
of October 8, 1998, as amended from time to time (the "Declaration of Trust"),
is on file with the Secretary of State of Delaware.
Section 11. 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 Covered Fund will be liable for any claims against any other Covered Fund.
Section 12. EFFECTIVE DATE.
This Agreement has been executed by the Trust with respect to the
Covered Funds as of ____ __, 1999 and will become effective with respect to the
Investor Class of each Covered Fund as of the date on which interests in the
Investor Class are first offered to or held by the public.
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,
CDC MPT+ FUNDS
By:
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Name:
Title:
Accepted:
FUNDS DISTRIBUTOR INC.
By:
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Name:
Title: