RESTATED DISTRIBUTION AGREEMENT
Exhibit 28e(i)
RESTATED
DISTRIBUTION AGREEMENT
AGREEMENT
made this 15th day of December, 2011, restating the agreement made
the 12th day of May, 2001, by and between LORD XXXXXX EQUITY TRUST,
a Delaware Statutory Trust (hereinafter called the “Trust”), and LORD XXXXXX
DISTRIBUTOR LLC, a New York limited liability company (hereinafter called the
“Distributor”).
WHEREAS,
the Trust desires to enter into an agreement with the Distributor for the
purpose of finding purchasers for its securities which are issued in various
Series, and the Distributor is desirous of undertaking to perform these
services upon the terms and conditions hereinafter provided;
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
Trust hereby appoints the Distributor its exclusive selling agent for the sale
of its shares of beneficial interest, of all classes, and all other securities
now or hereafter created or issued by the Trust (except notes and other
evidences of indebtedness issued for borrowed money), pursuant to paragraph 2
of this Agreement, and the Trust agrees to issue (and upon request of its shareholders
make delivery of certificates for) its shares of beneficial interest or other
securities, subject to the provisions of its Declaration of Trust, to
purchasers thereof and against payment of the consideration to be received by
the Trust therefor. The Distributor may appoint one or more independent
broker-dealers and the Distributor or any such broker-dealer may transmit
orders to the Trust at the office of the Trust’s Transfer Agent in Kansas City,
Missouri, for acceptance at its office in New Jersey. Such shares of beneficial
interest shall be registered in such name or names and amounts as the
Distributor or any such broker-dealer may request from time to time, and all
shares when so paid for and issued shall be fully paid and non-assessable.
2. The
Distributor will act as exclusive selling agent for the Trust in selling shares
of beneficial interest.
The
Distributor agrees to sell exclusively through independent broker-dealers, or
financial institutions exempt from registration as a broker-dealer, and agrees
to use its best efforts to find purchasers for shares of beneficial interest of
the Trust to be offered; provided however, that the services of the Distributor
under this Agreement are not deemed to be exclusive, and nothing in this
Agreement shall prevent Distributor, or any officer, trustee,
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partner, member or employee thereof, from providing
similar services to other investment companies and other clients or to engage
in other activities.
The
sales charge or premium relating to each class of shares of beneficial interest
of the Trust shall be determined by the Board of Trustees of the Trust, but in
no event shall the sales charge or premium exceed the maximum rate permitted
under Federal regulations, and the amount to be retained by the Trust on any
sale of its shares of beneficial interest shall in each case be the net asset
value thereof (determined as provided in the Declaration of the Trust). From
the premium the Trust agrees to pay the Distributor a sales commission. The
Distributor may allow concessions from such sales commissions. In such event
the amount of the payment hereunder by the Trust to the Distributor shall be
the difference between the sales commission and any concessions which have been
allowed in accordance herewith. The sales commission payable to the Distributor
shall not exceed the premium.
Recognizing
the need for providing an incentive to sell and providing necessary and
continuing informational and investment services to shareholders of the Trust,
the Trust or the Distributor (by agreement) may pay independent broker-dealers
periodic servicing and distribution fees based on percentages of average annual
net asset value of shareholder accounts of such broker-dealers. The parties
hereto incorporate by reference and agree to the terms and provisions of the
Rule 12b-1 Plans of each class of shares of the Trust.
3. Notwithstanding
anything herein to the contrary, sales and distributions of the Trust’s shares
of beneficial interest may be upon any special terms as approved by the Trust’s
Board of Trustees and discussed in the Trust’s current prospectus.
4. The
independent broker-dealers who sell the Trust’s shares may also render other
services to the Trust, such as executing purchases and sales of portfolio
securities, providing statistical information, and similar services. The
receipt of compensation for such other services shall in no way reduce the
amount of the sales commissions payable hereunder by the Trust to the
Distributor or the amount of the commissions, concessions or fees allowed.
5. The
Distributor agrees to act as agent of the Trust in connection with the
repurchase of shares of beneficial interest of the Trust, or in connection with
exchanges of shares between investment companies having the same Distributor,
and the Trust agrees to advise the Distributor of the net asset value of its
shares of beneficial interest as frequently as may be mutually agreed, and to
accept shares duly tendered to the Distributor. The net asset value shall be
determined as provided in the Declaration of Trust of the Trust.
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6. The
Trust will pay all fees, costs, expenses and charges in connection with the
issuance, federal registration, transfer, redemption and repurchase of its
shares of beneficial interest, including without limitation, all fees, costs,
expenses and charges of transfer agents and registrars, all taxes and other Governmental
charges, the costs of qualifying or continuing the qualifications of the Trust
as broker-dealer, if required, and of registering the shares of beneficial
interest of the Trust under the state blue sky laws, or similar laws of any
jurisdiction (domestic or foreign), costs of preparation and mailing
prospectuses to its shareholders, and any other cost, expense or charge not
expressly assumed by the Distributor hereunder. The Trust will also furnish to
the Distributor daily such information as may reasonably be requested by the
Distributor in order that it may know all of the facts necessary to sell shares
of beneficial interest of the Trust.
7. The
Distributor agrees to pay the cost of all sales literature and other material
which it may require or think desirable to use in connection with sale of such
shares, including the cost of reproducing the offering prospectus furnished to
it by the Trust, although the Distributor may obtain reimbursement for such
expenses through a Rule 12b-1 Plan with respect to each class of shares of
beneficial interest of the Trust. The Trust agrees to use its best efforts to
qualify its shares for sale under the laws of such states of the United States
and such other jurisdictions (domestic or foreign) as the Distributor may
reasonably request.
If
the Distributor pays for other expenses of the Trust or furnishes the Trust
with services, the cost of which is to be borne by the Trust under this
Agreement, the Distributor shall not be deemed to have waived its rights under
this Agreement to have the Trust pay for such expenses or provide such services
in the future.
8. The
Distributor agrees to use its best efforts to find purchasers for shares of
beneficial interest of the Trust and to make reasonable efforts to sell the
same so long as in the judgment of the Distributor and a substantial
distribution can be obtained by reasonable efforts. The Distributor is not
authorized to act otherwise than in accordance with applicable laws.
9. Neither
this Agreement nor any other transaction between the parties hereto pursuant to
this Agreement 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
Trust are or may be interested in the Distributor, or any successor or assignee
thereof, or that any or all of the trustees, officers, partners or other
representatives of the Distributor are or may be interested in the Trust, except
as otherwise may be provided in the Investment Company Act of 1940.
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10. The
Distributor agrees that it will not sell for its own account to the Trust any
stocks, bonds or other securities of any kind of character, except that if it
shall own any of the shares of beneficial interest of the Trust or other
securities, it may sell them to the Trust on the same terms as any other holder
might do.
11. 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
Agreement 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 Trust or any of the
shareholders, creditors, trustees, or officers of the Trust; provided, however,
that nothing herein shall be deemed to protect the Distributor against any
liability to the Trust or its 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.
12. The
Distributor agrees that it shall observe and be bound by all the terms of the
Declaration and Agreement of Trust, including any amendments thereto, of the
Trust which shall in any way limit or restrict or prohibit or otherwise
regulate any action of the Distributor.
13. With
respect to Lord Xxxxxx Small-Cap Blend Fund, this Agreement is renewable
annually by specific approval of the Board of Trustees of the Trust or by vote
of a majority of the outstanding voting securities of the Trust; any such
renewal shall be approved by the vote of a majority of the trustees who are not
parties to this Agreement or interested persons of the Distributor or of the
Trust, cast in person at a meeting called for the purpose of voting on such
renewal.
With
respect to each Series of the Trust other than Lord Xxxxxx Small-Cap Blend
Fund, this Agreement shall continue in force for two years from the date of
execution of this Agreement with respect to such Series, including through
amendment or addendum, and is renewable annually thereafter by specific
approval of the Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Trust; any such renewal shall be approved
by the vote of a majority of the trustees who are not parties to this Agreement
or interested persons of the Distributor or of the Trust, cast in person at a
meeting called for the purpose of voting on such renewal.
This
Agreement may be terminated without penalty at any time by the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Trust on
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60 days’ written notice. This Agreement shall
automatically terminate in the event of its assignment. 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
Investment Company Act of 1940.
IN
WITNESS WHEREOF, the Trust has caused this Agreement to be executed by its duly
authorized officers and its corporate seal to be affixed thereto, and the
Distributor has caused this Agreement to be executed by one of its members all
on the day and year first above written.
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LORD XXXXXX EQUITY TRUST |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Xxxxxx X. Xxxxxxxx |
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Vice President and Assistant Secretary |
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Attest: |
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/s/ Xxxxxxxx X. Xxxxxxx |
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Xxxxxxxx X. Xxxxxxx |
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Vice President and Assistant Secretary |
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LORD XXXXXX DISTRIBUTOR LLC |
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By LORD, XXXXXX & CO. LLC, |
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its Managing Member |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Xxxxxxxx X. Xxxxxx |
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Member and General Counsel |
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