Exhibit 99.23(m)(iv)
Rule 12b-1 Distribution Plan and Agreement
Lord Xxxxxx Bond-Debenture Fund, Inc.
Class P Shares
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of April
6, 1998, by and between LORD XXXXXX BOND-DEBENTURE FUND, INC., a Maryland
corporation (the "Fund"), 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 capital
stock, including the Fund's Class P shares (the "Shares"), pursuant to the
Distribution Agreement between the Fund and the Distributor, and
WHEREAS, the Fund desires to adopt a Distribution Plan and
Agreement (the "Plan") for the Fund's Shares 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, and
WHEREAS, the Fund's Board of Directors 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 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 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 (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
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and distributions that have been outstanding for the quarter or more.
The Board of Directors 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
Fund may pay the Distributor hereunder. Such determinations by the Board of
Directors 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 Fund 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 Fund 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 Directors
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 Directors (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 Articles of Incorporation of the Fund. 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 Fund, 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 Fund's Board of
Directors, and the Board of Directors 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 directors, 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
directors, 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
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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 the shareholders, creditors, directors
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 Fund'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 Directors of the Fund, including the vote of a majority of
the Directors 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 Fund hereunder without the vote of a majority of the
Shares and each material amendment must be approved by a vote of the Board of
Directors of the Fund, including the vote of a majority of the directors 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 Directors of the Fund, including the vote of a
majority of the directors 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 Directors 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 Directors of the
Fund who are not "interested persons" of the Fund and have no direct 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.
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12. So long as this Plan shall remain in effect, the
selection and nomination of those Directors of the Fund who are not "interested
persons" of the Fund are committed to the discretion of such disinterested
directors. 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 BOND-DEBENTURE FUND, INC.
By: /s/Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx,
Vice President
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO.
Managing Member
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, A Partner
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