Rule 12b1 Distribution Plan and Agreement
Lord Xxxxxx Investment Trust - Core Fixed Income Series
- Strategic Core Fixed Income Series
Class A Shares
RULE 12b1 DISTRIBUTION PLAN AND AGREEMENT dated as of March 15, 2000 by and
between LORD XXXXXX INVESTMENT TRUST, a Delaware business trust (the "Fund"), on
behalf of the Core Fixed Income Series and Strategic Core Fixed Income Series
(each a "Series"), 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 Series' Class A shares (the "Shares") pursuant to the
Distribution Agreement between the Fund and the Distributor, dated as of the
date hereof (the "Distribution Agreement").
WHEREAS, the Fund desires to adopt a Distribution Plan and Agreement (the
"Plan") for the Series with the Distributor, as permitted by Rule 12b1 under
the Act, pursuant to which the Series 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.
WHEREAS, the Fund's Board of Trustees has determined that there is a
reasonable likelihood that the Plan will benefit the Series 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, and
subject to the provisions of paragraph 8 of this Plan, 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 each Series in order to provide additional 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.
2. The Fund also hereby authorizes the Distributor to use payments received
hereunder from each Series in order to(a)finance any activity which is primarily
intended to result in the sale of Shares and (b) provide 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 such accounts to remain invested in the Shares; provided
that (i) any payments referred to in the foregoing clause (a) shall not exceed
the distribution fee permitted to be paid at the time under paragraph 3 of this
Plan and shall be authorized by the Board of Trustees of the Fund by a vote of
the kind referred to in paragraph 10 of this Plan and (ii) any payments referred
to in clause (b) shall not exceed the service fee permitted to be paid at the
time under paragraph 3 of this Plan.
3.Each Series is authorized to pay the Distributor hereunder for remittance
to Authorized Institutions and/or use by the Distributor pursuant to this Plan
(a) service fees and (b) distribution fees, each at an annual rate not to exceed
.25 of 1% of the average annual net asset value of Shares outstanding. The Board
of Trustees of the Fund shall from time to time determine the amounts, within
the foregoing maximum amounts, that each Series may pay the Distributor
hereunder. Any such fees (which may be waived by the Authorized Institutions in
whole or in part) may be calculated and paid quarterly or more frequently if
approved by the Board of Trustees of the Fund. Such determinations and approvals
by the Board of Trustees shall be made and given by votes of the kind referred
to in paragraph 10 of this Plan. Payments by holders of Shares to each Series of
contingent deferred reimbursement charges relating to distribution fees paid by
each Series hereunder shall reduce the amount of distribution fees for purposes
of the annual 0.25% distribution fee limit. The Distributor will monitor the
payments hereunder and shall reduce such payments or take such other steps as
may be necessary to assure that (i) 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. 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 (ii)each Series 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 or shares
sold by) such Authorized Institution and held in an account covered by an
Agreement.
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 the fees which are to be paid by each Series hereunder, the
Distributor shall not be deemed to have waived its rights under this Agreement
to have each Series 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 each Series hereunder and shall provide to the Fund's Board of
Trustees, and the 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 may
otherwise 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, each Series 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 each Series' 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 upon the date hereof, and shall
continue in effect for a period of more than one year from that 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 each Series hereunder above the maximum amounts referred to in
paragraph 3 of this Plan without a shareholder vote in compliance with Rule
12b-1 and Rule 18f-3 under the Act as in effect at such time, 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.
Amendments to this Plan which do not increase materially the amount to be
spent by each Series hereunder above the maximum amounts referred to in
paragraph 3 of this Plan may be made pursuant to paragraph 10 of this Plan.
10. Amendments to this Plan other than material amendments of the kind
referred to in the foregoing paragraph9 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 (a) by the vote of a majority of the trustees 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 the 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 meanings as those terms are defined in
the Act.
13. The obligations of the Fund and each Series, 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 Fund or Series individually, but are binding only upon the assets and
property of the Fund or Series. Any and all personal liability, either at common
law or in equity, or by statute or constitution, of every such trustee,
shareholder, officer, employee or agent for any breach of the Fund or Series 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.
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 SECURITIES TRUST
By: /s/ Xxxxxxxx X. Xxxxxx
Vice President
ATTEST:
/s/ Xxxxx Xxxxxx
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO.
Managing Member
By: Xxxx X. Xxxxxxx
A Partner
1
Rule 12b-1 Distribution Plan and Agreement
Lord Xxxxxx Investment Trust - Core Fixed Income Series
-Strategic Core Fixed Income Series
Class B Shares
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of March
15, 2000, by and between LORD XXXXXX INVESTMENT TRUST, a Delaware
business trust (the "Fund"), on behalf of the Core Fixed Income
Series and Strategic Core Fixed Income Series (each a "Series"),
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
Fund's Class B shares (the "Shares") 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") with the Distributor, as permitted by Rule
12b-1 under the Act, pursuant to which each Series may make
certain payments to the Distributor (a) to help reimburse the
Distributor for the payment of sales commissions to institutions
and persons permitted by applicable law and/or rules to receive
such payments ("Authorized Institutions") in connection with
sales of Shares and (b) for use by the Distributor in 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 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 each
Series and the holders of the Shares.
NOW, THEREFORE, in consideration of the mutual covenants and
of other goods 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 (a) sales commissions (particularly those paid or financed
with payments received hereunder) and (b) service fees received
hereunder 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, respectively. 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 reductions as provided below in
this paragraph 2, each Series periodically, as determined by the
Fund's Board of Trustees (in the manner contemplated in paragraph
11), shall pay to the Distributor fees (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. Payments will be based on
Shares outstanding during any such period. Shares outstanding
include Shares issued for reinvested dividends and distributions.
The Board of Trustees of the Fund shall from time to time
determine the amounts, within the foregoing maximum amounts, that
each Series may pay the Distributor hereunder. Such
determinations by the Board of Trustees shall be made by votes of
the kind referred to in paragraph 11 of this Plan. The service
fees mentioned in this paragraph are for the purposes mentioned
in clause (b) (ii) of paragraph 1 of this Plan and the
distribution fees mentioned in this paragraph are for the
purposes mentioned in clause (b) (i) of paragraph 1 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 Article III, Section 26, subparagraphs (d)(2) and
(5) of the Rules of Fair Practice of the National Association of
Securities Dealers, 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 .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 each Series to engage directly
or indirectly in financing any activity which is primarily
intended to result in the sale of Shares including, but not
limited to: (a) paying and financing the payment of commissions
or other payments relating to selling or servicing efforts and
(b) paying interest, carrying, or any other financing charges on
any unreimbursed distribution or other expense incurred in a
prior fiscal year of the Series whether or not such charges and
unreimbursed distribution or other expense are determined to be a
legal obligation of each Series, in whole or in part, by the
Fund's Board of Trustees. The Fund's Board of Trustees (in the
manner contemplated in paragraph 11 of this Plan) shall approve
the timing, categories and calculation of any payments under this
paragraph 3.
4.1. Each Series will pay each person which has acted as
Distributor of Shares its Allocable Portion (as such term is
defined in paragraphs 13.1 through 13.3) of the distribution fees
with respect to Shares of each Series in consideration of its
services as principal underwriter for the Shares of the Fund. The
distribution agreement pursuant to which a person acts or acted
as principal underwriter of the Shares is referred to as the
"Applicable Distribution Agreement." Such person shall be paid
its Allocable Portion of such distribution fees notwithstanding
such person's termination as Distributor of the Shares, such
payments to be changed or terminated only (i) as required by a
change in applicable law or a change in accounting policy adopted
by the Investment Companies Committee of the AICPA and approved
by FASB that results in a determination by the Fund's independent
accountants that any sales charges in respect of such Fund, which
are not contingent deferred sales charges and which are not yet
due and payable, must be accounted for by such Fund as a
liability in accordance with GAAP, each after the effective date
of this Plan and restatement; (ii) if in the sole discretion of
the Board of Trustees, after due consideration of such factors
as they considered relevant, including the transactions
contemplated in any purchase and sale agreement entered into
between the Fund's Distributor and any commission financing
entity, the Board of Trustees determines (in the manner
contemplated in paragraph 12), in the exercise of its fiduciary
duty, that this Plan and the payments thereunder must be changed
or terminated, notwithstanding the effect this action might have
on the Fund's ability to offer and sell Shares; or (iii) in
connection with a Complete Termination of this Plan, it being
understood that for this purpose a Complete Termination of this
Plan occurs only if this Plan is terminated and the Fund has
discontinued the distribution of Shares or other back-end load or
substantially similar classes of shares; it being understood that
such does not include Class C shares, i.e., those sold with a
level load. The services rendered by a Distributor for which that
Distributor is entitled to receive its Allocable Portion of the
distribution fee shall be deemed to have been completed at the
time of the initial purchase of the Shares (as defined in the
Applicable Distribution Agreement) (whether of that Fund or
another fund) taken into account in computing that Distributor's
Allocable Portion of the distribution fee.
4.2. The obligation of each Series to pay the distribution
fee shall terminate upon the termination of this Plan in
accordance with the terms hereof.
4.3. The right of a Distributor to receive payments
hereunder may be transferred by that Distributor (but not the
distribution agreement itself or that Distributor's obligations
thereunder) in order to raise funds which may be useful or
necessary to perform its duties as principal underwriter, and any
such transfer shall be effective upon written notice from that
Distributor to the Fund. In connection with the foregoing, each
Series is authorized to pay all or part of the distribution fee
and/or contingent deferred sales charges with respect to Shares
(upon the terms and conditions set forth in the then current Fund
prospectus) directly to such transferee as directed by that
Distributor.
4.4. As long as this Plan is in effect, the Fund shall not
change the manner in which the distribution fee is computed
(except as may be required by a change in applicable law or a
change in accounting policy adopted by the Investment Companies
Committee of the AICPA and approved by FASB that results in a
determination by the Fund's independent accountants that any
distribution fees which are not yet due and payable, must be
accounted for by such Fund as a liability in accordance with
GAAP).
5. 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 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.
6. 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 Fund 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. Over the long-term the expenses incurred
by the Distributor for engaging directly or indirectly in
financing any activity which is primarily intended to result in
the sale of Shares are likely to be greater then the distribution
fees receivable by the Distributor hereunder. Nevertheless, there
exists the possibility that for a short-term period the
Distributor may not have a sufficient amount of such expenses to
warrant reimbursement by receipt of such distribution fees.
Although the Distributor undertakes not to make a profit under
this Plan, the Plan will be considered a compensation plan (i.e.
distribution fees will be paid regardless of expenses incurred)
in order to avoid the possibility of the Distributor not being
able to receive such distribution fees because of a temporary
timing difference between its incurring such expenses and the
receipt of such distribution fees.
7. Neither this Plan nor any other transaction between the
Fund and the Distributor, or any successor or assignee thereof,
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.
8. 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 or
any of its shareholders, creditors, trustees or officers;
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.
9. 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.
10. 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 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.
11. Amendments to this Plan other than material amendments
of the kind referred to in the foregoing paragraph 10 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.
12. 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 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. This Plan
shall automatically terminate in the event of its assignment.
13.1. For purposes of this Plan, the Distributor's
"Allocable Portion" of the distribution fee shall be 100% of such
distribution fees unless or until the Fund uses a principal
underwriter other than the Distributor. Thereafter the Allocable
Portion shall be the portion of the distribution fee attributable
to (i) Shares of the Fund sold by the Distributor before there is
a new principal underwriter, plus (ii) Shares of the Fund issued
in connection with the exchange of Shares of another Fund in the
Lord, Xxxxxx Family of Funds, plus (iii) Shares of the Fund
issued in connection with the reinvestment of dividends and
capital gains.
13.2. The Distributor's Allocable Portion of the
distribution fees and the contingent deferred sales charges
arising with respect to Shares taken into account in computing
the Distributor's Allocable Portion shall be limited under
Article III, Sections 26(b) and (d) or other applicable
regulations of the NASD as if the Shares taken into account in
computing the Distributor's Allocable Portion themselves
constituted a separate class of shares of the Fund.
13.3. The services rendered by the Distributor for which
the Distributor is entitled to receive the Distributor's
Allocable Portion of the distribution fees shall be deemed to
have been completed at the time of the initial purchase of the
Shares (or shares of another Fund in the Lord Xxxxxx Family of
Funds) taken into account in computing the Distributor's
Allocable Portion. In addition, the Fund will pay to the
Distributor any contingent deferred sales charges imposed on
redemption of Shares (upon the terms and conditions set forth in
the then current Fund prospectus) taken into account in computing
the Distributor's Allocable Portion of the distribution fees.
Notwithstanding anything to the contrary in this Plan, the
Distributor shall be paid its Allocable Portion of the
distribution fees regardless of the Distributor's termination as
principal underwriter of the Shares of the Fund, or any
termination of this Agreement other than in connection with a
Complete Termination (as defined in paragraph 4.1) of the Plan as
in effect on the date of execution of Distribution Agreement with
the new Distributor. Except as provided in paragraph 4.1 and in
the preceding sentence, the Fund's obligation to pay the
distribution fees to the Distributor shall be absolute and
unconditional and shall not be subject to any dispute, offset,
counterclaim or defense whatsoever (it being understood that
nothing in this sentence shall be deemed a waiver by the Fund of
its right separately to pursue any claims it may have against the
Distributor and to enforce such claims against any assets of the
Distributor (other than the assets represented by the
Distributor's rights to be paid its Allocable Portion of the
distribution fees and to be paid the contingent deferred sales
charges).
14. 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 INVESTMENT TRUST
By:
Vice President
ATTEST:
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO.
Managing Member
By:
A Partner
Rule 12b-1 Distribution Plan and Agreement
Lord Xxxxxx Investment Trust - Core Fixed Income Series
- Strategic Core Fixed Income Series
-
Class C Shares - Type II
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of
March 15, 2000 by and between LORD XXXXXX INVESTMENT TRUST, a
Delaware business trust (the "Fund"), on behalf of the Core Fixed
Income Series and Strategic Core Fixed Income Series (each a
"Series"), 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 Class C shares of beneficial interest (the
"Shares") 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") with the Distributor, as permitted by
Rule 12b-1 under the Act, pursuant to which each Series 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
each Series 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 (or is reimbursed for by) each
Series 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, each Series shall pay to the Distributor fees
at each quarter-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 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 above have been outstanding and (B) payments will be
based on Shares outstanding during any such quarter. Shares
outstanding above include Shares issued for reinvested dividends
and distributions. The Board of Trustees of the Fund shall from
time to time determine the amounts, within the foregoing maximum
amounts, that each Series 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
National Association of Securities Dealers, 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 .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 each Series 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 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 each Series hereunder, the Distributor
shall not be deemed to have waived its rights under this
Agreement to have each Series 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 each Series 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, each Series or any of its shareholders, creditors, trustees
or officers; provided however, that nothing herein shall be
deemed to protect the Distributor against any liability to the
Fund or each Series' 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 each Series 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 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. 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 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 INVESTMENT TRUST
By:
Vice President
ATTEST:
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO.
Managing Member
By:
A Partner
Rule 12b-1 Distribution Plan and Agreement
Lord Xxxxxx Investment Trust - Core Fixed Income Series
- Strategic Core Fixed Income Series
-
Pension Class
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of
March 15, 2000, by and between LORD XXXXXX INVESTMENT TRUST, a
Delaware business trust (the "Fund"), on behalf of the Core Fixed
Income Series and Strategic Core Fixed Income Series (each a
"Series"), 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
Series' Class P shares (the "Shares") 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 each Series with the Distributor,
as permitted by Rule 12b-1 under the Act, pursuant to which each
Series 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
each Series 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 each Series 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, each Series 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 each Series 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) each
Series 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 each Series 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 each Series 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 each Series 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, each Series 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 each Series' 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 each Series 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 INVESTMENT TRUST
By:
Vice President
ATTEST:
_______
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO.
Managing Member
By:________________________________
A Partner
