EXHIBIT 99.15(a)
CLASS B SHARES DISTRIBUTION PLAN
OF
XXXXXXX XXXXX OREGON MUNICIPAL BOND FUND
XXXXXXX XXXXX MULTI-STATE MUNICIPAL SERIES TRUST
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 18th day of June, 1993, by and between
Xxxxxxx Xxxxx Multi-State 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 :
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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") 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 proposes to enter into a Class B Shares Distribution
Agreement with MLFD, pursuant to which MLFD will act 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 Oregon Municipal Bond Fund (the "Fund") series of the Trust
to the public; and
WHEREAS, the Trust desires to adopt this Class B Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to
which the 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 0.25% of 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
(as defined below) 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 Sub-Agreements 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 Sub-Agreements. Such Sub-Agreement shall provide
that the Securities Firms shall provide MLFD with such information as is
reasonably necessary to permit MLFD to comply with the reporting requirements
set forth in Paragraph 4 hereof.
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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 Plan shall not take effect until it 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.
6. The Plan shall not take effect until it has been approved, together
with any related agreements, 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 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.
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
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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 Multi-State 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 MULTI-STATE MUNICIPAL SERIES TRUST
By /s/ X. X. Xxxxx
---------------------------------------------
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By /s/ Xxxxxx Xxxxxxx
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CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the 18th day of June, 1993, by and between Xxxxxxx
Xxxxx Funds Distributor, Inc. ("MLFD"), and Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx &
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 Multi-State
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 Oregon Municipal Bond Fund (the "Fund") series of the Trust; and
WHEREAS, MLFD and the Trust have entered into a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "Investment Company 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 0.25% 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.
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
Investment Company 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 Xxxxxxx
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XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By /s/ Xxxxx X. Xxxxxx
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