The following
Form of Rule 12b-1 Distribution Plan and Agreement
For
Class C
was adopted by
LORD XXXXXX INCOME STRATEGY FUND AND
LORD XXXXXX WORLD GROWTH & INCOME STRATEGY FUND
A substantially identical plan was adopted by the following Funds or Series of
LORD XXXXXX INVESTMENT TRUST
on the date indicated
Balanced Series (December 1, 2001)
Lord Xxxxxx Convertible Fund (June 30, 2003)
Lord Xxxxxx Core Fixed Income Fund (December 1, 2001)
Lord Xxxxxx High Yield Fund (December 1, 2001)
Lord Xxxxxx Limited Duration U.S.
Government & Government Sponsored Enterprises Fund (December 1, 2001)
Lord Xxxxxx Total Return Fund (December 1, 2001)
Lord Xxxxxx U.S. Government & Government Sponsored Enterprises Fund
(December 1, 2001)
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Rule 00x-0 Xxxxxxxxxxxx Xxxx xxx Xxxxxxxxx - Xxxx Xxxxxx Investment Trust
Lord Xxxxxx Income Strategy Fund and Lord Xxxxxx World Growth & Income
Strategy Fund
Class C Shares
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of June 29, 2005
by and between LORD XXXXXX INVESTMENT TRUST, a Delaware business trust (the
"Trust"), on behalf of the LORD XXXXXX INCOME STRATEGY FUND and LORD XXXXXX
WORLD GROWTH & INCOME STRATEGY FUND, (each a "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.
WHEREAS, the Trust desires to adopt a Distribution Plan and Agreement
for the Fund's Shares (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 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.
WHEREAS, the Trust's Board of Trustees 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 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 month-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 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
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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 month. Shares outstanding above include Shares issued for
reinvested dividends and distributions. 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. ("NASD") 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 Chief
Financial Officer, 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 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
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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 hereunder without the vote of a majority of its
outstanding Shares 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.
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
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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 INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxx
Vice President
ATTEST:
/s/ Xxxxxxxxx X. Xxxxxxx
------------------------
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO. LLC
---------------------------
Managing Member
By: /s/ Xxxx X. Xxxxxxx
-------------------
A Member
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