Rule 12b-1 Distribution Plan and Agreement
Lord Xxxxxx Blend Trust -- Lord Xxxxxx Small-Cap Blend Fund
Pension Class
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of May 17,
2001, by and between LORD XXXXXX BLEND TRUST -- LORD XXXXXX SMALL-CAP BLEND
FUND, a Delaware business trust (the "Fund"), on behalf of its Pension Class
(the "Class"), and LORD XXXXXX DISTRIBUTOR LLC, a New York limited liability
company (the "Distributor").
WHEREAS, the Fund 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 Class pursuant to the Distribution Agreement
between the Fund and the Distributor, dated as of the date hereof, and
WHEREAS, the Fund desires to adopt a Distribution Plan and
Agreement (the "Plan") for the Class with the Distributor, as permitted by Rule
12b-1 under the Act, pursuant to which the Class 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
WHEREAS, the Fund's Board of Trustees has determined that
there is a reasonable likelihood that the Plan will benefit the Class and the
holders of the Shares.
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 Fund 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 the Class 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 Class shall pay to the Distributor fees at each quarter-end (a)
for services, at an annual rate not to exceed .20% of 1% of the average annual
net asset value of Shares outstanding for the quarter or more and (b) for
distribution, at an annual rate not to exceed .25 of 1% of the average annual
net asset value of Shares outstanding for the quarter or more. For purposes of
the quarter-end fee payments above (A) Shares issued pursuant to an exchange for
shares of another series of the Fund or another Lord Xxxxxx-sponsored fund (or
for shares of a fund acquired by the Fund) will be credited with the time held
from the initial purchase of such other shares when determining how long Shares
mentioned in clauses (a) and (b) have been outstanding and (B) payments will be
based on Shares outstanding during any such quarter. Shares outstanding in
clauses (a) and (b) above include Shares issued for reinvested dividends and
distributions that have been outstanding for the quarter or more.
The Board of Trustees of the Fund shall from time to time
determine the amounts and the time of payments (such as, at the time of sale,
quarterly or otherwise), within the foregoing maximum
amounts, that the Class 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 and the second sentence of paragraph 3 of this Plan.
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 NASD Regulation, 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 Class shall not pay with respect
to any Authorized Institution service fees equal to more than .20% 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. Within the foregoing maximum amounts, the Distributor may
use amounts received as distribution fees hereunder from the Class to finance
any activity that 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. Without limiting the generality of the foregoing, the
Distributor may apply amounts authorized by the Fund's Board of Trustees
designated as the distribution fee referred to in clause (b) of paragraph 2 to
expenses incurred by the Distributor if such expenses are primarily intended to
result in the sale of Shares. The Fund'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 other than those referred
to in the foregoing sentence.
4. The net asset value of the Shares shall be determined as
provided in the Declaration and Agreement of Trust of the Fund. If the
Distributor waives all or a portion of fees which are to be paid by the Class
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 Fund, or in his absence the Chief
Financial Officer, is hereby authorized to direct the disposition of monies paid
or payable by the Class hereunder and shall provide to the Fund'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 Fund are or may be "interested persons" of the
Distributor, or any successor or assignee thereof, or that any or all of the
trustees, officers, partners, members or other representatives of the
Distributor are or may be "interested persons" of the Fund, except as otherwise
may be provided in the Act.
7. The Distributor shall give the Fund the benefit of the
Distributor's best judgment and good faith efforts in rendering services under
this Plan. Other than to abide by the 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 Fund, the Class or any of the
shareholders, creditors, trustees or officers of the Fund; provided however,
that nothing herein shall be deemed to protect the Distributor against any
liability to the Fund or the Class' 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 Fund, including the vote of a majority of the
trustees who are not "interested persons" of the Fund 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 Class hereunder without the vote of a majority of its
outstanding voting securities and each material amendment must be approved by a
vote of the Board of Trustees of the Fund, including the vote of a majority of
the trustees who are not "interested persons" of the Fund 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 Fund, including the vote of a majority of
the trustees who are not "interested persons" of the Fund 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 Fund 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 Fund
who are not "interested persons" of the Fund 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.
12. So long as this Plan shall remain in effect, the selection
and nomination of those trustees of the Fund who are not "interested persons" of
the Fund 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.
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.
LORD XXXXXX LARGE-CAP GROWTH FUND
BY:
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Vice President
ATTEST:
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Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO.
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Managing Member
By:
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A Partner
