RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT
(RETAIL CLASS)
THE WESTWOOD FUNDS
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 6, 1994
Gabelli & Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Dear Sirs or Madams:
This will confirm the agreement between The Westwood Funds (the "Trust")
and Gabelli & Company, Inc. ("Gabelli" or the "Distributor") as follows:
1. Definitions.
(a) The Trust is an open-end management investment company organized
under the laws of the Commonwealth of Massachusetts. The Trust is registered
under the Investment Company Act of 1940, as amended (the "Act"). The Trust's
shares of beneficial interest may be classified into series in which each series
represents the entire undivided interests of a separate portfolio of assets. For
all purposes of this Agreement and Plan, a "Fund" shall mean the Retail Class of
shares of a separate portfolio of assets of the Trust which has entered into a
Rule 12b-1 Distribution Plan and Agreement Supplement, and a "Series" shall mean
the series of shares of beneficial interest representing undivided interests in
the Retail Class of shares of a Fund. All references herein to this Agreement
and Plan shall be deemed to be references to this Agreement and Plan as it may
from time to time be supplemented by Rule 12b-1 Distribution Plan and Agreement
Supplements.
(b) As permitted by Rule 12b-1 (the "Rule") under the Act, the Trust has
adopted a Distribution Plan and Agreement (the "Plan") for each Fund pursuant to
which the Trust may make
certain payments to the Distributor for expenses incurred in connection with the
distribution of shares of the Funds. The Trust's Board of Trustees has
determined that there is a reasonable likelihood that the Plan, if implemented,
will benefit the Funds and their shareholders.
2. Adoption of Plan. The Trust hereby adopts this Plan, and the parties
hereto enter into this Plan, on the terms and conditions specified herein.
3. Distribution-Related Fee.
(a) The Trust shall pay the Distributor a monthly distribution-related
fee on the first business day of each month in such an amount as the Distributor
may request, provided that each such payment shall be based upon the average
daily value of a Fund's net assets (as determined on each business day at the
time set forth in the Trust's currently effective prospectus for determining net
asset value per share) during the preceding month in which the Plan is
implemented and shall be calculated at an annual rate not in excess of 0.25%.
(b) For purposes of calculating each such monthly fee, the value of a
Fund's net assets shall be computed in the manner specified in the Trust's
Amended and Restated Declaration of Trust, dated June 12, 1986 and in the
Trust's Prospectus or Prospectuses. All expenses incurred by the Trust hereunder
shall be charged against such Fund's assets. For purposes of this Plan, a
"business day" is any day the New York Stock Exchange is open for trading.
4. Purposes of Payments. The Distributor shall be obligated to use all
amounts received under this Plan for (i) advertising by radio, television,
newspapers, magazines, brochures, sales literature, direct mail or any other
form of advertising, (ii) expenses of sales employees or agents of the
Distributor, including salary, commissions, travel and related expenses, (iii)
payments to broker-dealers and financial institutions for services in connection
with the distribution of shares, including promotional incentives and fees
calculated with reference to the average daily net asset value of shares held by
shareholders who have a brokerage or other service relationship with the
broker-dealer or other institution receiving such fees, (iv) costs of printing
prospectuses and other materials to be given or sent to prospective investors,
(v) such other similar
- 2 -
services as the Trustees determine to be reasonably calculated to result in the
sale of shares of the Funds and (vi) other direct and indirect
distribution-related expenses, including the provision of services with respect
to maintaining the assets of the Funds. The services rendered by the Distributor
hereunder are in addition to the distribution and administrative services
reasonably necessary for the operation of the Trust and the Fund pursuant to the
Master Distribution and Master Investment Advisory Contracts between the Trust
and Gabelli and Teton Advisers LLC, respectively, other than those services
which are to be provided by the investment adviser pursuant to the Master
Investment Advisory Agreement between the Trust and Teton Advisers LLC.
5. Related Agreements. All other agreements relating to the implementation
of this Plan (the "related agreements") shall be in writing, and such related
agreements shall be subject to termination, without penalty, on not more than
sixty days' written notice to any other party to the agreement, in accordance
with the provisions of clauses (a) and (b) of paragraph 9 hereof.
6. Approvals by Trustees and Shareholders. This Plan shall become effective
upon approval by (a) a majority of the Board of Trustees of the Trust for each
Fund, including a majority of the Trustees who are not "interested persons" (as
defined in the Act) of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any related agreements (the "Plan
Trustees"), pursuant to a vote cast in person at a meeting called for the
purpose of voting on the Plan, and (b) the holders of a majority of the
outstanding securities of a Fund (as defined in the Act). Related agreements
shall be subject to approval by the Trustees in the manner provided in clause
(a) of the preceding sentence.
7. Duration and Annual Approval by Trustees. This Plan and any related
agreements shall continue in effect for a period of more than one year from the
date of their adoption or execution, provided such continuances are approved
annually by a majority of the Board of Trustees, including a majority of the
Plan Trustees, pursuant to a vote cast in person at a meeting called for the
purpose of voting on the continuance of this Plan or any related agreement.
8. Amendments. This Plan may be amended at any time with the approval of a
majority of the Board of Trustees,
- 3 -
provided that (a) any material amendment of this Plan must be approved by the
Trustees in accordance with procedures set forth in paragraph 7 hereof, and (b)
any amendment to increase materially the amount to be expended by the Fund
pursuant to this Plan must also be approved by the voting of the holders of a
majority of the outstanding voting securities of the Fund (as defined in the
Act), provided that no approval shall be required in respect of a Rule 12b-1
Distribution Plan and Agreement Supplement entered into to add a Fund to those
covered by this Plan (or to amend or terminate such supplement) by the holders
of the outstanding voting securities of any Series other than that of such Fund;
provided further that a non-material change to this Plan or to a Rule 12b-1
Distribution Plan and Agreement Supplement may be effected in accordance with
clause (a) of this Section 8.
9. Termination. This Plan may be terminated at any time, without the
payment of any penalty, by (a) the vote of a majority of the Plan Trustees or
(b) the vote of the holders of a majority of the outstanding voting securities
of a Fund (as defined in the Act). If this Plan is terminated with respect to
any Fund, it shall nonetheless remain in effect with respect to any remaining
Funds.
10. Selection and Nomination of Trustees. While this Plan is in effect, the
selection and nomination of the Trustees who are not "interested persons" of the
Trust (as defined in the Act) shall be committed to the discretion of the
Trustees then in office who are not "interested persons" of the Trust.
11. Effect of Assignment. To the extent that this Plan constitutes a plan
of distribution adopted pursuant to the Rule, it shall remain in effect as such
so as to authorize the use of the Fund's assets in the amounts and for the
purposes set forth herein, notwithstanding the occurrence of an assignment (as
defined in the Act). To the extent this Plan concurrently constitutes an
agreement relating to implementation of the plan of distribution, it shall
terminate automatically in the event of its assignment, and the Trust may
continue to make payments pursuant to this Plan only (a) upon the approval of
the Board of Trustees in accordance with the procedures set forth in paragraph 7
hereof, and (b) if the obligations of the Distributor under this Plan are to be
performed by any organization other than the Distributor, upon such
organization's adoption and assumption in writing of all provisions of this Plan
as party hereto.
- 4 -
12. Quarterly Reports to Trustees. The Distributor shall prepare and
furnish to the Board of Trustees, at least quarterly, a written report setting
forth all amounts expended pursuant to this Plan and any related agreements and
the purposes for which such expenditures were made. The written report shall
include a detailed description of the continuing services provided by
broker-dealers and other financial intermediaries pursuant to paragraph 4 of
this Plan.
13. Preservation of Records. The Trust shall preserve copies of this Plan,
any related agreements and any reports made pursuant to this Plan for a period
of not less than six years from the date of this Plan or any such related
agreement or report. For the first two years, copies of such documents shall be
preserved in an easily accessible place.
14. Limitations on Liability of Distributor. The Distributor shall give the
Trust the benefit of the Sponsor's best judgment and efforts in rendering
services under this Plan. As an inducement to the Distributor's undertaking to
render these services, the Trust agrees that the Distributor shall not be liable
under this Plan for any mistake in judgment or in any other event whatsoever
except for lack of good faith, provided that nothing in this Plan shall be
deemed to protect or purport to protect the Distributor against any liability to
the Trust or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Distributor's duties under this Plan or by reason of the
Distributor's reckless disregard of its obligation and duties hereunder.
15. Other Distribution-Related Expenditures. Nothing in this Plan shall
operate or be construed to limit the extent to which the Distributor or any
other person other than the Trust may incur costs and pay expenses associated
with the distribution of Fund shares.
16. Miscellaneous. The Trust's Amended and Restated Declaration of Trust,
dated as of June 12, 1986, is on file with the Secretary of State of the
Commonwealth of Massachusetts. The obligations of the Trust are not personally
binding upon, nor shall resort be had to the private property of, any of the
Trustees, shareholders, officers, employees or agents of the Trust, but only the
Trust's property shall be bound.
- 5 -
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
THE WESTWOOD FUNDS
By____________________________
Title:
GABELLI & COMPANY, INC.
By____________________________
Title:
- 6 -
WESTWOOD EQUITY FUND
A Series of The Westwood Funds
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 6, 1994
Gabelli & Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between The Westwood Funds (the "Trust")
and Gabelli & Company, Inc. (the "Distributor") as follows:
The Westwood Equity Fund (the "Fund") is a series portfolio of the Trust
which has been organized as a business trust under the laws of the Commonwealth
of Massachusetts and is an open-end management investment company. The Trust and
the Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated October 6, 1994 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby adopted for
the Fund. The Fund shall be one of the "Funds" referred to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
2. Payment of Fees. (a) The Trust shall pay the Distributor a monthly
distribution-related fee on the first business day of each month in such an
amount as the Distributor may request, provided that each such payment shall be
based upon the average daily value of the Fund's net assets (as determined on
each business day at the time set forth in the Trust's currently effective
prospectus for determining net asset value per share) during the preceding month
in which the Plan is implemented and shall be calculated at an annual rate not
in excess of 0.25%.
(b) For purposes of calculating each such monthly fee, the value of the
Fund's net assets shall be computed in the manner specified in the Trust's
Amended and Restated Declaration of Trust dated June 12, 1986 and in the Trust's
Amended and Restated Declaration of Trust, dated June 12, 1986 and in the
Trust's Prospectus or Prospectuses. All expenses incurred by the Trust hereunder
shall be charged against the Fund's assets. For purposes of the Plan, a
"business day" is any day the New York Stock Exchange is open for trading.
If the foregoing correctly sets forth the agreement between the Trust and
the Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
WESTWOOD EQUITY FUND, a Series
of The Westwood Funds
By:________________________________
Title:
The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof: October 6, 1994
GABELLI & COMPANY, INC.
By:________________________________
Title:
- 2 -
WESTWOOD INTERMEDIATE BOND FUND
A Series of The Westwood Funds
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 6, 1994
Gabelli & Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between The Westwood Funds (the "Trust")
and Gabelli & Company, Inc. (the "Distributor") as follows:
The Westwood Intermediate Bond Fund (the "Fund") is a series portfolio of
the Trust which has been organized as a business trust under the laws of the
Commonwealth of Massachusetts and is an open-end management investment company.
The Trust and the Distributor have entered into a Rule 12b-1 Distribution Plan
and Agreement, dated October 6, 1994 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby adopted for
the Fund. The Fund shall be one of the "Funds" referred to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
2. Payment of Fees. Fees for services rendered pursuant to the Master
Agreement and this Supplement are paid in accordance with paragraph 3 of the
Master Agreement.
If the foregoing correctly sets forth the agreement between the Trust and
the Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
WESTWOOD INTERMEDIATE BOND FUND,
a Series of The Westwood Funds
By:_________________________________
Title:
The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:
October 6, 1994
GABELLI & COMPANY, INC.
By:_____________________________
Title:
- 2 -
WESTWOOD BALANCED FUND
A Series of The Westwood Funds
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 6, 1994
Gabelli & Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between The Westwood Funds (the "Trust")
and Gabelli & Company, Inc. (the "Distributor") as follows:
The Westwood Balanced Fund (the "Fund") is a series portfolio of the Trust
which has been organized as a business trust under the laws of the Commonwealth
of Massachusetts and is an open-end management investment company. The Trust and
the Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated October 6, 1994 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby adopted for
the Fund. The Fund shall be one of the "Funds" referred to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
2. Payment of Fees. Fees for services rendered pursuant to the Master
Agreement and this Supplement are paid in accordance with paragraph 3 of the
Master Agreement.
If the foregoing correctly sets forth the agreement between the Trust and
the Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
WESTWOOD BALANCED FUND,
a Series of The Westwood Funds
By:_____________________________________
Title:
The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:
October 6, 1994
GABELLI & COMPANY, INC.
By:_______________________________
Title:
- 2 -
WESTWOOD CASH MANAGEMENT FUND
A Series of The Westwood Funds
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 6, 1994
Gabelli & Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between The Westwood Funds (the "Trust")
and Gabelli & Company, Inc. (the "Distributor") as follows:
Westwood Cash Management Fund (the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the
Commonwealth of Massachusetts and is an open-end management investment company.
The Trust and the Distributor have entered into a Rule 12b-1 Distribution Plan
and Agreement, dated October 6, 1994 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby adopted for
the Fund. The Fund shall be one of the "Funds" referred to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
2. Payment of Fees. Fees for services rendered pursuant to the Master
Agreement and this Supplement are paid in accordance with paragraph 3 of the
Master Agreement.
If the foregoing correctly sets forth the agreement between the Trust and
the Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
WESTWOOD CASH MANAGEMENT FUND,
a Series of The Westwood Funds
By:_____________________________________
Title:
The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:
October 6, 1994
GABELLI & COMPANY, INC.
By:_______________________________
Title:
- 2 -
