EXHIBIT 99.15(a)
CLASS B SHARES DISTRIBUTION PLAN
OF
SUMMIT CASH RESERVES FUND
OF
FINANCIAL INSTITUTIONS SERIES TRUST
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the day of , 1998, by and
between FINANCIAL INSTITUTIONS SERIES TRUST, a Massachusetts business trust (the
"Trust"), and PRINCETON FUNDS DISTRIBUTOR, INC., a Delaware corporation
("PFD").
W I T N E S S E T H :
-------------------
WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and
WHEREAS, the Trust is authorized to establish separate series ("Series"),
each of which will offer separate classes of shares of beneficial interest, par
value $0.10 per share (the "Shares") to selected groups of purchasers; and
WHEREAS, PFD is a securities firm engaged in the business of selling
shares of investment companies either directly to Purchasers or through other
securities dealers; and
WHEREAS, the Trust proposes to enter into a Class B Shares Distribution
Agreement with PFD, pursuant to which PFD will act as the exclusive
distributor and representative of the Trust in the offer and sale of Class B
shares of beneficial interest, par value $0.10 per share (the "Class B shares"),
of the SUMMIT CASH RESERVES FUND (the "Fund") series of the Trust to the Public;
and
WHEREAS, the Trust desires to adopt this Class B Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to
which the Trust will pay a distribution fee to PFD with respect to the Fund's
Class B shares; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class B shareholders;
NOW, THEREFORE, the Trust hereby adopts, and PFD hereby agrees to the
terms of, the Plan in accordance with Rule 12b-1 under the Investment Company
Act on the following terms and conditions:
1. The Trust shall pay PFD a distribution fee under the Plan at the end
of each month at the annual rate of 0.75% of the Fund's average daily net assets
relating to Class B shares of the Fund to compensate PFD and Securities Firms
(as defined below) with which PFD enters into related agreements pursuant to
Paragraph 2(a) hereof ("Sub-Agreements") for
providing sales and promotional activities and services, and Participating
Underwriters (as defined below) with which PFD enters into Exchange and Service
Agreements ("Service Agreements") pursuant to Paragraph 2(b) hereof. The
activities and services for which compensation will be paid hereunder will
relate to the direct or indirect sale, promotion and marketing of the Class B
shares of the Fund and payments related to the furnishing of services to
shareholders by sales and marketing personnel. Such expenditures may consist of
sales commissions to financial consultants for selling Class B shares of the
Fund, compensation, sales incentives and payments to sales and marketing
personnel, and the payment of expenses incurred in its sales and promotional
activities, including advertising expenditures related to the Fund, the costs of
preparing and distributing promotional materials and the costs of providing
services to shareholders including assistance in connection with inquires
related to shareholder accounts. Without limiting the generality of the
foregoing, PFD may use all or a portion of the distribution fees paid hereunder
to compensate Participating Underwriters for their indirect efforts in selling
Class B shares of the Fund, it being recognized that the sale of Class B shares
of the Fund will result from their sales of CDSC Shares of Participating Funds
(each as defined below) and their participation in the exchange program between
the Fund and the Participating Funds (the "Exchange Program"). The distribution
fee may also be used to pay the financing costs of carrying the unreimbursed
expenditures described in this Paragraph 1. Payment of the distribution fee
described in this Paragraph 1 shall be subject to any limitations set forth in
any applicable regulation of the National Association of Securities Dealers,
Inc.
2. (a) The Trust hereby authorizes PFD to enter into Sub-Agreements
with certain securities firms ("Securities Firms"), including Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, to provide compensation to such Securities
Firms for activities and services of the type referred to in Paragraph 1 hereof.
PFD may reallocate all or a portion of its distribution fee to such Securities
Firms as compensation for the above-mentioned activities and services. Such
compensation will be in an amount as set forth in the individual Sub-Agreements.
Such Sub-Agreement shall provide that the Securities Firms shall provide PFD
with such information as is reasonably necessary to permit PFD to comply with
the reporting requirements set forth in Paragraph 3 hereof.
(b) The Trust hereby authorizes PFD to enter into Service Agreements with
certain securities firms ("Participating Underwriters") that serve as the
principal underwriters to Participating Funds. Participating Funds are non-
money market open-end management investment companies (or separate portfolios
thereof) that have agreed to participate in the Exchange Program. Neither the
Participating Underwriter nor the investment adviser to any Participating Fund
will be an affiliated person of PFD or the Trust. Shares ("CDSC Shares") of a
Participating Fund that were purchased at net asset value, but subject to a
contingent deferred sales charge ("CDSC") and a distribution fee pursuant to a
Rule 12b-1 distribution plan will be exchanged into Class B shares of the Fund
pursuant to the Exchange Program. The Service Agreements generally shall
provide, among other things, that PFD will pay Participating Underwriters all
or a portion of distribution fees received by PFD and any CDSCs received by
PFD in respect of CDSC Shares exchanged for Class B shares of the Fund. Such
payments shall be to compensate the Participating Underwriters for their
activities referred to in Paragraph 1 hereof. Such compensation will be in an
amount as set forth in the individual Service Agreements. Such Service
Agreements shall provide that the Participating
Underwriters shall provide PFD with such information as is reasonably necessary
to permit PFD to comply with the reporting requirements as set forth in
Paragraph 3 hereof.
3. PFD shall provide the Trust for review by the Board of Trustees, and
the Trustees shall review at least quarterly, a written report complying with
the requirements of Rule 12b-1 regarding the disbursement of the distribution
fee during such period. This report shall include an itemization of the
distribution expenditures incurred on behalf of the Fund and its Class B
shareholders, the purpose of such distribution expenditures and a description of
the benefits derived by the Fund and its Class B shareholders therefrom.
4. The Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust, as defined in the Investment Company Act, and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Trustees"), cast in person at a meeting or
meetings called for the purpose of voting on the Plan and such related
agreements.
5. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Paragraph 4.
6. The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding Class B voting
securities of the Fund.
7. The Plan may not be amended to increase materially the rate of
payments by the Fund provided for herein unless such amendment is approved by at
least a majority, as defined in the Investment Company Act, of the outstanding
Class B voting securities of the Fund, and by the Trustees of the Trust in the
manner provided for in Paragraph 4 hereof, and no material amendment to the Plan
shall be made unless approved in the manner provided for approval and annual
renewal in Paragraph 4 hereof.
8. While the Plan is in effect, the selection and nomination of Trustees
who are not interested persons, as defined in the Investment Company Act, of the
Trust shall be committed to the discretion of the Trustees who are not
interested persons.
9. The Trust shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 3 hereof, for a period of
not less than six years from the date of this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
10. The Declaration of Trust establishing the Trust, dated July 10,
1987, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Financial Institutions Series Trust" refers to the
Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or agent of the
Trust shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim of the Trust
but the "Trust Property" only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.
FINANCIAL INSTITUTIONS SERIES TRUST
By ___________________________________________
PRINCETON FUNDS DISTRIBUTOR, INC.
By __________________________________________
CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the day of , 1998, by and between
PRINCETON FUNDS DISTRIBUTOR, INC. ("PFD"), and XXXXXXX XXXXX, XXXXXX,
XXXXXX & XXXXX INCORPORATED (the "Securities Firm").
W I T N E S S E T H :
-------------------
WHEREAS, PFD has entered into an agreement with FINANCIAL INSTITUTIONS
SERIES TRUST, a Massachusetts business trust (the "Trust"), pursuant to which it
acts as the exclusive distributor for the sale of Class B shares of beneficial
interest, par value $0.10 per share (the "Class B shares"), of the SUMMIT CASH
RESERVES FUND (the "Fund") series of the Trust; and
WHEREAS, PFD and the Trust have entered into a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), pursuant to which PFD receives a
distribution fee from the Fund at the annual rate of 0.75% of average daily net
assets of the Fund relating to Class B shares for providing sales and
promotional activities and services related to the distribution of Class B
shares of the Fund; and
WHEREAS, PFD desires the Securities Firm to perform certain sales and
promotional activities and services for the Fund's Class B shareholders and the
Securities Firm is willing to perform such activities and services;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:
1. The Securities Firm shall provide sales and promotional activities and
services with respect to the sale of the Class B shares of the Fund, and incur
distribution expenditures, of the types referred to in Paragraph 1 of the Plan.
2. As compensation for its activities and services performed under this
Sub-Agreement, PFD shall pay the Securities Firm a distribution fee at the end
of each calendar month in an amount agreed upon by the parties hereto. Such fee
may thereupon be paid by the Securities Firm to distributors of unaffiliated
funds from which money has been exchanged into the Fund pursuant to the Exchange
Program described in the currently effective Prospectus of the Fund.
3. The Securities Firm shall provide PFD, at least quarterly, such
information as reasonably requested by PFD to enable PFD to comply with the
reporting requirements of Rule 12b-1 regarding the disbursement of the
distribution fee during such period referred to in Paragraph 3 of the Plan.
4. This Sub-Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Trustees of the Trust and (b) those Trustees
of the Trust who are not "interested persons" of the Trust, as defined in the
Investment Company Act, and have no direct or indirect financial interest in the
operation of the Plan, this Agreement or any agreements
related to the Plan or this Agreement (the "Rule 12b-1 Trustees"), cast in
person at a meeting or meetings called for the purpose of voting on this
Agreement.
5. This Agreement shall continue in effect for as long as such continuance
is specifically approved at least annually in the manner provided for approval
of the Plan in Paragraph 4.
6. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Plan or any amendment to
the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
PRINCETON FUNDS DISTRIBUTOR, INC.
By __________________________________
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By __________________________________
2
