Rule 00x-0 Xxxxxxxxxxxx Xxxx xxx Xxxxxxxxx
Xxxx Xxxxxx Tax-Free Income Trust
Class C Shares
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of July22, 2002 by
and between LORD XXXXXX TAX-FREE INCOME TRUST, a Delaware business trust (the
"Trust"), on behalf of its Florida Series (the "Fund"), and LORD XXXXXX
DISTRIBUTOR LLC, a New York limited liability company (the Distributor").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"); and
the Distributor is the exclusive selling agent of the Fund's shares of
beneficial interest, including the Fund's Class C shares of beneficial interest
(the "Shares") pursuant to the Distribution Agreement between the Trust and the
Distributor, and
WHEREAS, the Fund has entered into an Agreement and Plan of
Reorganization with the Lord Xxxxxx Tax-Free Income Trust, a Massachusetts
Business Trust (the "Predecessor Fund") dated May 17, 2002 providing for the
reorganization of the Predecessor Fund into the Fund.
WHEREAS, the Trust desires to adopt a revised Distribution Plan and
Agreement for the Fund's Shares (the "Plan") with the Distributor, substantially
similar to the Predecessor Fund's Distribution Plan and Agreement for its
Florida Series, as permitted by Rule 12b-1 under the Act, pursuant to which the
Fund may make certain payments to the Distributor for payment to institutions
and persons permitted by applicable law and/or rules to receive such payments
("Authorized Institutions") in connection with sales of Shares and for use by
the Distributor as provided in paragraph 3 of this Plan, and
NOW, THEREFORE, in consideration of the mutual covenants and of other
good and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows:
1. The Trust hereby authorizes the Distributor to enter into
agreements with Authorized Institutions (the "Agreements") which may provide for
the payment to such Authorized Institutions of distribution and service fees
which the Distributor receives from (or is reimbursed for by) the Fund in order
to provide incentives to such Authorized Institutions (i) to sell Shares and
(ii) to provide continuing information and investment services to their accounts
holding Shares and otherwise to encourage their accounts to remain invested in
the Shares. The Distributor may, from time to time, waive or defer payment of
some fees payable at the time of the sale of Shares provided for under paragraph
2 hereof.
2. Subject to possible reduction as provided below in this paragraph
2, the Fund shall pay to the Distributor fees at each quarter-end after the sale
of Shares (a) for services, at an annual rate not to exceed .25 of 1% of the
average annual net asset value of Shares outstanding and (b) for distribution,
at an annual rate not to exceed .75 of 1% of the average annual net asset value
of Shares outstanding. For purposes of the payment of the fees above, (A) Shares
issued pursuant to an
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exchange for Class C shares of another series of the Trust or another Lord
Xxxxxx-sponsored fund (or for shares of a fund acquired by the Trust) will be
credited with the time held from the initial purchase of such other shares when
determining how long Shares mentioned above have been outstanding and (B)
payments will be based on Shares outstanding during any such quarter. Shares
outstanding above include Shares issued for reinvested dividends and during any
such quarter. The Board of Trustees of the Trust shall from time to time
determine the amounts, within the foregoing maximum amounts, that the Fund may
pay the Distributor hereunder. Such determinations by the Board of Trustees
shall be made by votes of the kind referred to in paragraph 10 of this Plan. The
service fees mentioned in this paragraph are for the purposes mentioned in
clause (ii) of paragraph 1 of this Plan and the distribution fees mentioned in
this paragraph are for the purposes mentioned in clause (i) of paragraph 1. The
Distributor will monitor the payments hereunder and shall reduce such payments
or take such other steps as may be necessary to assure that (x) the payments
pursuant to this Plan shall be consistent with Rule 2830 subparagraphs (d)(2)
and (5) of the Conduct Rules of the National Association of Securities Dealers,
Inc. with respect to investment companies with asset-based sales charges and
service fees as the same may be in effect from time to time and (y) the Fund
shall not pay with respect to any Authorized Institution service fees equal to
more than .25 of 1% of the average annual net asset value of Shares sold by (or
attributable to shares sold by) such Authorized Institution and held in an
account covered by an Agreement.
3. The Distributor may use amounts received as distribution fees
hereunder from the Fund to finance any activity which is primarily intended to
result in the sale of Shares including, but not limited to, commissions or other
payments relating to selling or servicing efforts. The Trust's Board of Trustees
(in the manner contemplated in paragraph 10 of this Plan) shall approve the
timing, categories and calculation of any payments under this paragraph 3.
4. The net asset value of the Shares shall be determined as provided
in the Declaration and Agreement of Trust of the Trust. If the Distributor
waives all or a portion of fees which are to be paid by the Fund hereunder, the
Distributor shall not be deemed to have waived its rights under this Agreement
to have the Fund pay such fees in the future.
5. The Secretary of the Trust, or in his absence the Treasurer, is
hereby authorized to direct the disposition of monies paid or payable by the
Fund hereunder and shall provide to the Trust's Board of Trustees, and the Board
of Trustees shall review, at least quarterly, a written report of the amounts so
expended pursuant to this Plan and the purposes for which such expenditures were
made.
6. Neither this Plan nor any other transaction between the parties
hereto pursuant to this Plan shall be invalidated or in any way affected by the
fact that any or all of the trustees, officers, shareholders, or other
representatives of the Trust are or may be "interested persons" of the
Distributor, or any successor or assignee thereof, or that any or all of the
directors, officers, partners, members or other representatives of the
Distributor are or may be "interested persons" of the Trust, except as otherwise
may be provided in the Act.
7. The Distributor shall give the Trust the benefit of the
Distributor's best judgment and good faith efforts in rendering services under
this Plan. Other than to abide by the
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provisions hereof and render the services called for hereunder in good faith,
the Distributor assumes no responsibility under this Plan and, having so acted,
the Distributor shall not be held liable or held accountable for any mistake of
law or fact, or for any loss or damage arising or resulting therefrom suffered
by the Trust or any of its shareholders, creditors, directors or officers;
provided however, that nothing herein shall be deemed to protect the Distributor
against any liability to the Trust or the Trust's shareholders by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, or by reason of the reckless disregard of its obligations and
duties hereunder.
8. This Plan shall become effective on the date hereof, and shall
continue in effect for a period of more than one year from such date only so
long as such continuance is specifically approved at least annually by a vote of
the Board of Trustees of the Trust, including the vote of a majority of the
trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of this Plan or in any agreement
related to this Plan, cast in person at a meeting called for the purpose of
voting on such renewal.
9. This Plan may not be amended to increase materially the amount to
be spent by the Fund here under without the vote of a majority of its Shares
securities and each material amendment must be approved by a vote of the Board
of Trustees of the Trust, including the vote of a majority of the trustees who
are not "interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of this Plan or in any agreement related to
this Plan, cast in person at a meeting called for the purpose of voting on such
amendment.
10. Amendments to this Plan other than material amendments of the kind
referred to in the foregoing paragraph 9 of this Plan may be adopted by a vote
of the Board of Trustees of the Trust, including the vote of a majority of the
trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of this Plan or in any agreement
related to this Plan. The Board of Trustees of the Trust may, by such a vote,
interpret this Plan and make all determinations necessary or advisable for its
administration.
11. This Plan may be terminated at any time without the payment of any
penalty by (a) the vote of a majority of the trustees of the Trust who are not
"interested persons" of the Trust and have no trustees or indirect financial
interest in the operation of this Plan or in any agreement related to this Plan,
or (b) by a shareholder vote in compliance with Rule 12b-1 and Rule 18f-3 under
the Act as in effect at such time. This Plan shall automatically terminate in
the event of its assignment.
12. So long as this Plan shall remain in effect, the selection and
nomination of those trustees of the Trust who are not "interested persons" of
the Trust are committed to the discretion of such disinterested trustees. The
terms "interested persons," "assignment" and "vote of a majority of the
outstanding voting securities" shall have the same meaning as those terms are
defined in the Act.
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13. The obligations of the Trust and the Fund, including those imposed
hereby, 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 or Fund individually, but are binding only upon the assets and
property of the Trust or Fund. Any and all personal liability, either at common
law or in equity, or by statute or constitution, of every such trustee,
shareholder, officer, employee or agent for any breach of the Trust or Fund of
any agreement, representation or warranty hereunder is hereby expressly waived
as a condition of and in consideration for the execution of this Agreement by
the Trust.
IN WITNESS WHEREOF, each of the parties has this instrument to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
LORD XXXXXX TAX-FREE INCOME TRUST
By:/s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------
Vice President
ATTEST:
/s/ Xxxxx Xxxxxx
---------------------------
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO.
Managing Member
By: /s/ Xxxx X. Xxxxxxx
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A Partner
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