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Ex-99.15(b)
AMENDED AND RESTATED
CLASS B DISTRIBUTION PLAN
OF
XXXXXXX XXXXX CALIFORNIA INSURED MUNICIPAL BOND FUND
XXXXXXX XXXXX CALIFORNIA MUNICIPAL SERIES TRUST
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 18th day of December, 1992, and
amended and restated as of April 2, 1993, by and between Xxxxxxx Xxxxx
California Municipal Series Trust, a Massachusetts business trust (the
"Trust"), and Xxxxxxx Xxxxx Funds Distributor, Inc., a Delaware corporation
("MLFD").
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Trust is authorized to establish separate series
("Series") each of which will offer separate classes of shares of beneficial
interest par value $0.10 per share (the "Shares") to selected groups of
purchasers; and
WHEREAS, MLFD is a securities firm engaged in the business of selling
shares of investment companies either directly to purchasers or through other
securities dealers; and
WHEREAS, the Trust has entered into a Class B Shares Distribution
Agreement with MLFD, pursuant to which MLFD acts as the exclusive distributor
and representative of the Trust in the offer and sale of Class B shares of
beneficial interest, par value $0.10 per share (the "Class B shares"), of the
Xxxxxxx Xxxxx California Insured Municipal Bond Fund (the "Fund") series of the
Trust to the public; and
WHEREAS, the Trust has entered into a Class B Distribution Plan (the
"Prior Plan") on behalf of the Fund pursuant to Rule 12b-1 under the Investment
Company Act; and
WHEREAS, the Trust desires to adopt this Amended and Restated Class B
Distribution Plan (the "Plan") pursuant to Rule 12b 1 under the Investment
Company Act, pursuant to which the
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Trust will pay an account maintenance fee and a distribution fee to MLFD with
respect to the Fund's Class B shares; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class B shareholders;
NOW, THEREFORE, the Trust hereby adopts, and MLFD hereby agrees to the
terms of, the Plan in accordance with Rule 12b-1 under the Investment Company
Act on the following terms and conditions:
1. The Trust shall pay MLFD an account maintenance fee under the
Plan at the end of each month at the annual rate of 0.25k of the Fund's average
daily net assets of the Fund relating to Class B shares to compensate MLFD and
securities firms with which MLFD enters into related agreements pursuant to
Paragraph 3 hereof ("Sub-Agreements") for account maintenance activities with
respect to Class B shareholders of the Fund.
2. The Trust shall pay MLFD a distribution fee under the Plan at
the end of each month at the annual rate of 0.25% of the Fund's average daily
net assets relating to Class B shares of the Fund to compensate MLFD and
securities firms with which MLFD enters into related Sub-Agreements for
providing sales and promotional activities and services. Such activities and
services will relate to the sale, promotion and marketing of the Class B shares
of the Fund. Such expenditures may consist of sales commissions to financial
consultants for selling Class B shares of the Fund, compensation, sales
incentives and payments to sales and marketing personnel, and the payment of
expenses incurred in its sales and promotional activities, including
advertising expenditures related to the Fund and the costs of preparing and
distributing promotional materials. The distribution fee may also be used to
pay the financing costs of carrying the unreimbursed expenditures described in
this Paragraph 2. Payment of the distribution fee described in this Paragraph
2 shall be subject to any limitations set forth in any applicable regulation of
the National Association of Securities Dealers, Inc.
3. The Trust hereby authorizes MLFD to enter into SubAgreements
with certain securities firms ("Securities Firms"), including Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, to provide compensation to such Securities
Firms for activities and services of the type referred to in Paragraphs 1 and 2
hereof. MLFD may reallocate all or a portion of its account maintenance fee or
distribution fee to such Securities Firms as compensation for the
above-mentioned activities and services. Such compensation will be in an
amount as set forth in the individual
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Sub-Agreements. Such Sub-Agreement shall provide that the Securities
Firms shall provide MLFD with such information as is reasonably necessary to
permit FLFD to comply with the reporting requirements set forth in Paragraph 4
hereof.
4. MLFD shall provide the Trust for review by the Board of
Trustees, and the Trustees shall review, at least quarterly, a written report
complying with the requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee and the distribution fee during such period. This
report shall include an itemization of the distribution expenditures incurred
on behalf of the Fund and its Class B shareholders, the purpose of such
distribution expenditures and a description of the benefits derived by the Fund
and its Class B shareholders therefrom.
5. The Prior Plan has been approved by a vote of at least a
majority, as defined in the Investment Company Act, of the outstanding Class B
voting securities of the Fund. The Plan has not been submitted to the Class B
shareholders because the amendments do not materially increase the rate of
payments by the Fund provided for in the Prior Plan.
6. The Plan shall not take effect until it has been approved,
together with any related agreements, by (a) the Trustees of the Trust and (b)
those Trustees of the Trust who are not "interested persons n of the Trust, as
defined in the Investment Company Act, and have no direct or indirect financial
interest in the operation of this Plan or any agreements related to it (the
"Rule 12b-1 Trustees"), cast in person at a meeting or meetings called for the
purpose of voting on the Plan and such related agreements.
7. The Plan shall continue in effect for so long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 6.
8. The Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Trustees, or by vote of a majority of the outstanding Class B
voting securities of the Fund.
9. The Plan may not be amended to increase materially the rate of
payments by the Fund provided for herein unless such amendment is approved by
at least a majority, as defined in the Investment Company Act, of the
outstanding Class B voting securities of the Fund, and by the Trustees of the
Fund in the manner provided for in Paragraph 6 hereof, and no material
amendment to the Plan shall be made unless approved in the manner provided for
approval and annual renewal in Paragraph 6 hereof.
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10. While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons, as defined in the Investment Company
Act, of the Trust shall be committed to the discretion of the Trustees who are
not interested persons.
11. The Trust shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 4 hereof, for a period of
not less than six years from the date of this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
12. The Declaration of Trust establishing the Trust, dated August 2,
1985, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth
of Massachusetts, provides that the name "Xxxxxxx Xxxxx California Municipal
Series Trust" refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any personal
liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim of the Trust but the "Trust Property"
only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of
the date first above written.
XXXXXXX XXXXX CALIFORNIA MUNICIPAL SERIES TRUST
By ___/s/ Xxxxxxx X. Xxxxx___________________
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By __/s/ Xxxxxx X. Xxxxxxx___________________
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AMENDED AND RESTATED
CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the 18th day of December, 1992, and amended and
restated as of April 2, 1993, by and between Xxxxxxx Xxxxx Funds Distributor,
Inc. ("MLFD"), and Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx X Xxxxx Incorporated (the
"Securities Firm").
W I T N E S S E T H :
WHEREAS, MLFD has entered into an agreement with Xxxxxxx Xxxxx
California Municipal Series Trust, a Massachusetts business ,trust (the
"Trust"), pursuant to which it acts as the exclusive distributor for the sale
of Class B shares of beneficial interest, par value $0.10 per share (the "Class
B shares"), of the Xxxxxxx Xxxxx California Insured Municipal Bond Fund (the
"Fund") series of the Trust; and
WHEREAS, MLFD and the Trust have entered into an Amended and Restated
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") pursuant to which MLFD receives an account
maintenance fee from the Fund at the annual rate of 0.25% of average daily net
assets of the Fund relating to Class B shares for account maintenance
activities related to Class B shares of the Fund and a distribution fee from
the Fund at the annual rate of 0.256 of average daily net assets of the Fund
relating to Class B shares for providing sales and promotional activities and
services related to the distribution of Class B shares of the Fund; and
WHEREAS, MLFD desires the Securities Firm to perform certain account
maintenance activities and sales and promotional activities and services for
the Fund's Class B shareholders and the Securities Firm is willing to perform
such activities and services;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance
activities with respect to the Class B shares of the Fund of the types
referred to in Paragraph 1 of the Plan.
2. The Securities Firm shall provide sales and promotional
activities and services with respect to the sale of the Class B shares of the
Fund, and incur distribution expenditures, of the types referred to in
Paragraph 2 of the Plan.
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3. As compensation for its activities and services performed under
this Sub-Agreement, MLFD shall pay the Securities firm an account maintenance
fee and a distribution fee at the end of each calendar month in an amount
agreed upon by the parties hereto.
4. The Securities Firm shall provide MLFD, at least quarterly,
such information as reasonably requested by MLFD to enable MLFD to comply with
the reporting requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee and the distribution fee during such period referred to
in Paragraph 4 of the Plan.
5. This Sub-Agreement shall not take effect until it has been
approved by votes of a majority of both (a) the Trustees of the Trust and (b)
those Trustees of the Trust who are not "interested persons" of the Trust, as
defined in the Act, and have no direct or indirect financial interest in the
operation of the Plan, this Agreement or any agreements related to the Plan or
this Agreement (the "Rule 12b-1 Trustees"), cast in person at a meeting or
meetings called for the purpose of voting on this Agreement.
6. This Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 6.
7. This Agreement shall automatically terminate in the event of
its assignment or in the event of the termination of the Plan or any amendment
to the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By ____/s/ Xxxxxx X. Xxxxxxx_________
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By ____/s/ Xxxxx Xxxxxx______________ ??
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