Exhibit (m.5)
SHAREHOLDER SERVICING AGREEMENT
LEBENTHAL FUNDS, INC.
(the "Fund")
LEBENTHAL NEW JERSEY MUNICIPAL BOND FUND
(the "Portfolio")
New York, New York
December 2, 2005
FAM Distributors, Inc.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx, 00000
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Distribution and Service Plan
adopted by us in accordance with Rule 12b-1 (the "Plan") under the Investment
Company Act of 1940, as amended (the "Act"), to provide the services listed
below:
(a) You will perform, or arrange for others including organizations
whose customers or clients are shareholders of our corporation (the
"Participating Organizations") to perform, all shareholder servicing functions
and maintenance of shareholder accounts not performed by us or by our Transfer
Agent ("Shareholder Services"). You may make payments from time to time from
any Shareholder Servicing Fees (as defined below) received under this Agreement
to defray the costs of, and to compensate others, including Participating
Organizations with whom you have entered into written agreements, for
performing Shareholder Services.
(b) In consideration of your performance of the Shareholder Services, we
will pay you a service fee, as defined by Section 2830(d) of the Conduct Rules
of the National Association of Securities Dealers, Inc., at the annual rate of
one quarter of one percent (0.25%) of the Portfolio's average daily net assets
(the "Shareholder Servicing Fee"). Your fee will be accrued by us daily, and
will be payable on the last day of each calendar month for services performed
hereunder during that month or on such other schedule as you shall request of
us in writing. You may waive your right to any fee to which you are entitled
hereunder, provided such waiver is delivered to us in writing.
(c) You will in your sole discretion determine the amount of any
payments made by you pursuant to this Agreement, and you may from time to time
in your sole discretion increase or decrease the amount of such payments;
provided, however, that no such payment will increase the amount which we are
required to pay to you under either this Agreement or any distribution
agreement between you and us or under any management agreement, or otherwise.
2. You will be responsible for the payment of all expenses incurred by
you in rendering the foregoing services, except that we will pay
telecommunications expenses, including the cost of dedicated lines and CRT
terminals, incurred by you and Participating Organizations in rendering such
services, and the cost of typesetting, printing and delivering our prospectus
to existing shareholders of the Portfolio and of preparing and printing
subscription application forms for shareholder accounts. Our obligation to be
responsible for the expenses enumerated in this paragraph 2 is limited to an
amount equal to .05% per annum of the Portfolio's average daily net assets.
3. Payments to Participating Organizations to compensate them for
distributing our shares and/or providing shareholder servicing and related
administrative functions are subject to compliance by them with the terms of
written agreements satisfactory to our Board of Directors to be entered into
between you and the Participating Organizations.
4. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
5. This Agreement will become effective on the date hereof and will
remain in effect until July 31, 2006 and thereafter for successive twelve-month
periods (computed from each August 1), provided that such continuation is
specifically approved at least annually by vote of our Board of Directors and
of a majority of those of our directors who are not interested persons (as
defined in the Act) and have no direct or indirect financial interest in the
operation of the Plan or in any agreements related to the Plan, cast in person
at a meeting called for the purpose of voting on this Agreement. This Agreement
may be terminated at any time, without the payment of any penalty, by vote of a
majority of our entire Board of Directors, and by a vote of a majority of our
Directors who are not interested persons (as defined in the Act) and who have
no direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by vote of a majority of our outstanding
voting securities, as defined in the Act, on sixty days' written notice to you,
or by you on sixty days' written notice to us.
6. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you, and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge by you. The terms "transfer", "assignment" and "sale"
as used in this paragraph shall have the meanings ascribed thereto by governing
law and in applicable rules or regulations of the Securities and Exchange
Commission thereunder.
7. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your officers, directors or
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employees who may also be a director, officer or employee of ours, or of a
person affiliated with us, as defined in the Act, to engage in any other
business or to devote time and attention to the management or other aspects of
any other business, whether of a similar or dissimilar nature, or to render
services of any kind to another corporation, firm, individual or association.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
LEBENTHAL FUNDS, INC.
Lebenthal New Jersey Municipal
Bond Fund
By
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
ACCEPTED: December 2, 2005
FAM DISTRIBUTORS, INC.
By:
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Name:
Title:
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