The Lord Abbett Family of Funds Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement as of August 10, 2007
The Lord
Xxxxxx Family of Funds
Amended and Restated Joint Rule 12b-1
Distribution Plan and Agreement
as of August 10, 2007
AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of August 10, 2007 by and between each of the registered, open-end management investment companies acting individually in respect of their constituent series listed on Schedule A hereto (each a “Fund”) and Lord Xxxxxx Distributor LLC, a New York limited liability company (the ”Distributor”). This Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of August 10, 2007 supersedes the Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of March 23, 2006.
WHEREAS, each Fund is an open-end management investment company or a series thereof 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 or common stock, as the case may be (“Shares”), pursuant to the Distribution Agreement between the Fund and the Distributor.
WHEREAS, each Fund desires to amend and restate its Distribution Plan and Agreement by adopting and entering into this instrument on a several but not joint basis with each other Fund (as amended and restated, the “Plan”) with the Distributor, as permitted by Rule 12b-1 under the Act, pursuant to which the Fund may make certain payments to the Distributor to be used by the Distributor or paid to institutions and persons permitted by applicable law and/or rules to receive such payments (“Authorized Institutions”) in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares, with which the Distributor has entered into a dealer or similar agreement (the “Agreements”).
WHEREAS, the Fund’s Board of Directors or Trustees, as the case may be (“Board”), has determined that there is a reasonable likelihood that the Plan will benefit the Fund 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 has entered into a Distribution Agreement with the Distributor, under which the Distributor uses reasonable efforts, consistent with its other business, to secure purchasers of the Fund’s Shares. These efforts may include, but neither are required to include nor are limited to, the following: (a) making payments to Authorized Institutions in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares; (b) providing continuing information and investment services to shareholder accounts not serviced by Authorized Institutions receiving a service fee from the Distributor hereunder and otherwise to encourage shareholder accounts to remain invested in the Shares; and (c) otherwise rendering service to the Fund, including paying and financing the payment of sales commissions, service fees and other costs of distributing and selling Shares as provided in paragraph 2 of this Plan.
2. (a) Class A Fees.
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.50% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof and any reduction specified on Schedule B hereto. Payments by holders of Class A Shares of contingent deferred reimbursement charges relating to distribution fees paid by the Fund hereunder shall reduce the amount of distribution fees for purposes of the annual 0.50% limit in those instances where the Fund is entitled to retain these charges. Notwithstanding the foregoing, the Lord Xxxxxx U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.15% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class A Shares or in service activities with respect to Class A Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(a)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed 0.25% of the average daily net asset value of Class A Shares outstanding, subject to any reduction specified on Schedule B hereto. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(b) Class B Fees.
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. Notwithstanding the foregoing, the Lord Xxxxxx U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class B Shares or in service activities with respect to the Class B Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(b)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class B Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
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(c) Class C Fees.
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class C Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class C Shares or in service activities with respect to the Class C Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(c)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class C Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(d) Class F Fees.
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class F Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class F Shares or in service activities with respect to Class F Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(d)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class F Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(e) Class P Fees.
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class P Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class P Shares or in service activities with respect to Class P Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
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(ii) Subject to the aggregate fee amounts set forth in paragraph 2(e)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class P Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(f) Class R2 Fees.
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R2 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R2 Shares or in service activities with respect to Class R2 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(f)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value Class R2 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(g) Class R3 Fees.
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R3 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R3 Shares or in service activities with respect to Class R3 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(g)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class R3 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
3. The Board shall from time to time determine the amounts, within the foregoing maximum amounts described in paragraph 2, that the Fund may pay the Distributor hereunder. These determinations and approvals of nonmaterial amendments to this Plan by the Board shall be made and given by votes of the kind referred to in paragraph 9.
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4. The net asset value of the Shares shall be determined as provided in the Prospectus and Statement of Additional Information of the Fund. Any fees payable hereunder, which may be waived by the Distributor or Authorized Institutions in whole or in part, may be calculated and paid at least quarterly. If the Distributor waives all or a portion of the fees that are to be paid by the Fund hereunder, the Distributor shall not be deemed to have waived its rights under this Plan to have the Fund pay fees in the future. Nothing herein shall prohibit the Distributor from collecting Distribution Fees in any given year, as provided hereunder, in excess of expenditures made in that year for activities authorized under paragraph 1 hereof. The Distributor in its sole discretion may assign its right to receive fees hereunder.
5. The Distributor shall provide to the Fund’s Board, and the Board shall review at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which the expenditures were made, including amounts expended for “distribution activities” and/or “service activities.” For purposes of this Plan, “distribution activities” shall mean any activities that are not deemed “service activities.” “Service activities” shall mean activities in connection with the provision of personal, continuing services to shareholder accounts in the Shares; provided, however, that if the National Association of Securities Dealers, Inc. (“NASD”) adopts a definition of “service fee” for purposes of Section 2830(b)(9) of the NASD Conduct Rules or any successor provision that differs from the definition of “service activities” hereunder, or if the NASD adopts a related interpretive position intended to define the same concept, the definition of “service activities” in this paragraph shall be automatically amended, without further action of the parties, to conform to the then effective NASD definition. Overhead and other expenses related to “distribution activities” or “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for these activities.
6. The Distributor shall give the Fund the benefit of the Distributor’s reasonable 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, or any of its shareholders, creditors, Board Members, or officers of the Fund; provided however, that nothing herein shall be deemed to protect the Distributor against any liability to the Fund or its 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.
7. This Plan shall become effective upon the date hereof, and shall continue in effect from year to year so long as the Plan, together with any related agreements, is specifically approved at least annually by votes of a majority of both (a) the Board and (b) those Board Members who are not “interested persons” of the Fund and have no direct or indirect financial interest in the operation of this Plan or any agreements related thereto (“Independent Board Members”), cast in person at a meeting called for the purpose of voting on this approval. If a Fund is a series of a registered investment company, references to the Board, Board Members and Independent Board Members shall be to that or those of the company of which the Fund is a series.
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8. This Plan may not be amended to increase materially the amount to be spent by the Fund hereunder above the maximum amounts referred to in paragraph 2 without a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statutes, rules or regulations as in effect at that time, and each material amendment must be approved in the manner provided for by paragraph 7. Because this amendment and restatement of the Plan does not increase the fees payable under the Plan as previously in effect, approval in the manner specified in paragraph 7 shall be sufficient for its adoption.
9. Amendments to this Plan other than material amendments of the kind referred to in paragraph 8 may be adopted by a majority of both (a) the Board Members and (b) the Independent Board Members. The Board may, by such a vote, interpret this Plan and make all determinations necessary or advisable for its administration.
10. This Plan may be terminated at any time without the payment of any penalty by the vote of a majority of the Independent Board Members, or by a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statute, rule or regulation as in effect at that time. This Plan shall automatically terminate in the event of its assignment.
11. So long as this Plan shall remain in effect, the selection and nomination of those Board Members of the Fund who are not “interested persons” of the Fund are committed to the discretion of the incumbent disinterested Board Members. The terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the same meanings as those terms are defined in the Act.
12. The Funds are adopting and entering into this Plan on a common basis for administrative convenience and not for the reason of creating or incurring any right, privilege, obligation or liability with respect to each other. Without limiting the generality of the foregoing, the obligations of the Funds under this Plan are several and not joint, and no Fund or class of Shares shall have any liability to pay any fee for any other Fund or class of Shares. This Plan shall be severable as to any Fund at the election of the Independent Board Members of that Fund. Additional Funds or classes of Shares may be added and existing Funds or classes of Shares may be removed from the operation of this Plan without action by any other Fund or class of Shares.
13. The obligations of the Fund, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the Board Members, shareholders, officers, employees or agents of the Fund individually, but are binding only upon the assets and property of the Fund. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every Board Member, shareholder, officer, employee or agent for any breach of the 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 Fund.
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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.
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EACH OF THE FUNDS LISTED ON SCHEDULE A |
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HERETO |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Xxxxxxxx X. Xxxxxx |
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Vice President & Secretary |
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ATTEST: |
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/s/ Xxxxxxxx X. Xxxxxxx |
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Xxxxxxxx X. Xxxxxxx |
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Vice President & Assistant Secretary |
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LORD XXXXXX DISTRIBUTOR LLC |
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By: |
LORD, XXXXXX & CO. LLC |
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Managing Member |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Xxxxxxxx X. Xxxxxx |
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A Member |
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7
SCHEDULE A
The Lord Xxxxxx Family of Funds
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of July 1, 2008
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FUNDS |
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CLASSES |
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Lord Xxxxxx Affiliated Fund, Inc. |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Blend Trust |
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Lord Xxxxxx Small-Cap Blend Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Bond-Debenture Fund, Inc. |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Developing Growth Fund, Inc. |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Global Fund, Inc. |
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Lord Xxxxxx Global Allocation Fund(1) |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Developing Local Markets Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Investment Trust |
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Lord Xxxxxx Balanced Strategy Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Convertible Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Core Fixed Income Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Diversified Equity Strategy Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Diversified Income Strategy Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Floating Rate Fund(2) |
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X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Growth & Income Strategy Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx High Yield Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Income Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Short Duration Income Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Total Return Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Large-Cap Growth Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Mid-Cap Value Fund, Inc. |
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A, B, C, F, P, R2, R3 |
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(1) As amended on July 1, 2008, the Equity Series has been renamed “Lord Xxxxxx Global Allocation Fund”.
(2) As amended December 14, 2007 to reflect the addition of the Lord Xxxxxx Floating Rate Fund, a series of Lord Xxxxxx Investment Trust.
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Lord Xxxxxx Municipal Income Fund, Inc. |
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Lord Xxxxxx California Tax-Free Income Fund |
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A, C, F, P |
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Lord Xxxxxx Connecticut Tax-Free Income Fund |
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A, F, P |
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Lord Xxxxxx Hawaii Tax-Free Income Fund |
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A, F, P |
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Lord Xxxxxx Missouri Tax-Free Income Fund |
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A, F, P |
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Lord Xxxxxx National Tax-Free Income Fund |
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A, B, C, F, P |
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Lord Xxxxxx New Jersey Tax-Free Income Fund |
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A, F, P |
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Lord Xxxxxx New York Tax-Free Income Fund |
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A, C, F, P |
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Lord Xxxxxx Municipal Income Trust |
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Georgia Series |
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A, F, P |
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Lord Xxxxxx High Yield Municipal Bond Fund |
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A, B, C, F, P |
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Lord Xxxxxx Intermediate Tax-Free Fund |
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A, B, C, F, P |
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Pennsylvania Series |
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A, F, P |
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Lord Xxxxxx Research Fund, Inc. |
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Lord Xxxxxx America’s Value Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Growth Opportunities Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Large-Cap Core Fund |
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A, B, C, F, P, R2, R3 |
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Small-Cap Value Series |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Securities Trust |
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Lord Xxxxxx All Value Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Alpha Strategy Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx International Core Equity Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx International Dividend Income Fund(3) |
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X, X, X, X, X0, X0 |
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Xxxx Xxxxxx International Opportunities Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Large-Cap Value Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx Micro-Cap Growth Fund |
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A |
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Lord Xxxxxx Micro-Cap Value Fund |
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A |
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Lord Xxxxxx Value Opportunities Fund |
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X, X, X, X, X, X0, X0 |
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Xxxx Xxxxxx U.S. Government & Government |
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Sponsored Enterprises Money Market Fund, Inc. |
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A, B, C |
(3) As amended June 20, 2008 to reflect the addition of the Lord Xxxxxx International Dividend Income Fund, a series of Lord Xxxxxx Securities Trust.
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SCHEDULE B
The Lord Xxxxxx Family of Funds – Class A
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of July 1, 2008
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Entity / Fund |
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Service fees payable with respect to |
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Lord Xxxxxx Investment Trust –Lord Xxxxxx Income Fund |
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9/1/85 - .15 of 1 |
% |
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Lord Xxxxxx Affiliated Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Xxxxxx Bond-Debenture Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Xxxxxx Developing Growth Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Xxxxxx Mid-Cap Value Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Xxxxxx Municipal Income Fund – Lord Xxxxxx National Tax-Free Income Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Xxxxxx Municipal Income Fund – Lord Xxxxxx New York Tax-Free Income Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Xxxxxx Municipal Income Fund – Lord Xxxxxx New Jersey Tax-Free Income Fund |
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7/1/92 - .15 of 1 |
% |
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Lord Xxxxxx Municipal Income Fund – Lord Xxxxxx Hawaii Tax-Free Income Fund |
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1/1/93 - .15 of 1 |
% |
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Lord Xxxxxx Municipal Income Trust – Pennsylvania Series |
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4/1/98 - .15 of 1 |
% |
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Lord Xxxxxx Municipal Income Trust – Georgia Series |
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10/1/05 - .15 of 1 |
% |
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