Ex. 99.(m.)
AMENDED AND RESTATED JOINT RULE 00x-0 XXXXXXXXXXXX XXXX XXX XXXXXXXXX
XXXX XXXXXX FAMILY OF FUNDS
AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated
as of March 23, 2006 by and between each of the registered, open-end management
investment companies acting individually in respect of their constituent series
listed on Schedule A hereto (each a "Fund") and Lord Xxxxxx Distributor LLC, a
New York limited liability company (the "Distributor").
WHEREAS, each Fund is an open-end management investment company or a
series thereof 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 or common stock, as the case may be ("Shares"),
pursuant to the Distribution Agreement between the Fund and the Distributor.
WHEREAS, each Fund desires to amend and restate its Distribution Plan
and Agreement by adopting and entering into this instrument on a several but not
joint basis with each other Fund (as amended and restated, the "Plan") with the
Distributor, as permitted by Rule 12b-1 under the Act, pursuant to which the
Fund 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, with which
the Distributor has entered into a dealer or similar agreement (the
"Agreements").
WHEREAS, the Fund's Board of Directors or Trustees, as the case may be
("Board"), 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 has entered into a Distribution Agreement with the
Distributor, under which the Distributor uses reasonable efforts, consistent
with its other business, to secure purchasers of the Fund's Shares. These
efforts may include, but neither are required to include nor are limited to, the
following: (a) making payments to Authorized Institutions in connection with
sales of Shares and/or servicing of accounts of shareholders holding Shares; (b)
providing 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 shareholder accounts to remain
invested in the Shares; and (c) otherwise 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 2 of
this Plan.
2. (a) CLASS A FEES.
(i) In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the Distribution Agreement and paragraph
1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual
rate of .50 of 1% of the average daily net asset value of Class A Shares
outstanding, subject to paragraph 3 hereof and any reduction specified on
Schedule B hereto. Payments by holders of Class A Shares of contingent deferred
reimbursement charges relating to distribution fees paid by the Fund hereunder
shall reduce the amount of distribution fees for purposes of the annual 0.50%
limit in those instances where the Fund is entitled to retain these charges.
Notwithstanding the foregoing, the Lord Xxxxxx U.S. Government & Government
Sponsored Enterprises Money Market Fund shall pay to the Distributor an
aggregate fee at the annual rate of .15 of 1% of the average daily net asset
value of Class A Shares outstanding, subject to paragraph 3 hereof. The
Distributor may use all or any portion of the distribution fee received pursuant
to this paragraph to compensate Authorized Institutions that have engaged in the
sale of Class A Shares or in service activities with respect to Class A Shares
pursuant to the Agreements, or to pay any of the expenses associated with other
activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph
2(a)(i) hereof, the Fund may attribute a portion of the distribution fee to
service activities, which portion shall not exceed .25 of 1% of the average
daily net asset value of Class A Shares outstanding, subject to any reduction
specified on Schedule B hereto. The Distributor may use all or a portion of
these service fees to compensate Authorized Institutions for service activities
as defined in paragraph 5 below.
(b) CLASS B FEES.
(i) In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the Distribution Agreement and paragraph
1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual
rate of 1.00% of the average daily net asset value of Class B Shares
outstanding, subject to paragraph 3 hereof. Notwithstanding the foregoing, the
Lord Xxxxxx U.S. Government & Government Sponsored Enterprises Money Market Fund
shall pay to the Distributor an aggregate fee at the annual rate of .75 of 1% of
the average daily net asset value of Class A Shares outstanding, subject to
paragraph 3 hereof. The Distributor may use all or any portion of the
distribution fee received pursuant to this paragraph to compensate Authorized
Institutions that have engaged in the sale of Class B Shares or in service
activities with respect to the Class B Shares pursuant to the Agreements, or to
pay any of the expenses associated with other activities authorized under
paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph
2(b)(i) hereof, the Fund may attribute a portion of the distribution fee to
service activities, which portion shall not exceed .25 of 1% of the average
daily net asset value of Class B Shares outstanding. The Distributor may use all
or a portion of these service fees to compensate Authorized Institutions for
service activities as defined in paragraph 5 below.
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(c) CLASS C FEES.
(i) In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the Distribution Agreement and paragraph
1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual
rate of 1.00% of the average daily net asset value of Class C Shares
outstanding, subject to paragraph 3 hereof. The Distributor may use all or any
portion of the distribution fee received pursuant to this paragraph to
compensate Authorized Institutions that have engaged in the sale of Class C
Shares or in service activities with respect to the Class C Shares pursuant to
the Agreements, or to pay any of the expenses associated with other activities
authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph
2(c)(i) hereof, the Fund may attribute a portion of the distribution fee to
service activities, which portion shall not exceed .25 of 1% of the average
daily net asset value of Class C Shares outstanding. The Distributor may use all
or a portion of these service fees to compensate Authorized Institutions for
service activities as defined in paragraph 5 below.
(d) CLASS P FEES.
(i) In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the Distribution Agreement and paragraph
1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual
rate of .75 of 1% of the average daily net asset value of Class P Shares
outstanding, subject to paragraph 3 hereof. The Distributor may use all or any
portion of the distribution fee received pursuant to this paragraph to
compensate Authorized Institutions that have engaged in the sale of Class P
Shares or in service activities with respect to Class P Shares pursuant to the
Agreements, or to pay any of the expenses associated with other activities
authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph
2(d)(i) hereof, the Fund may attribute a portion of the distribution fee to
service activities, which portion shall not exceed .25 of 1% of the average
daily net asset value of Class P Shares outstanding. The Distributor may use all
or a portion of these service fees to compensate Authorized Institutions for
service activities as defined in paragraph 5 below.
3. The Board shall from time to time determine the amounts, within the
foregoing maximum amounts described in paragraph 2, that the Fund may pay the
Distributor hereunder. These determinations and approvals of nonmaterial
amendments to this Plan by the Board shall be made and given by votes of the
kind referred to in paragraph 9.
4. The net asset value of the Shares shall be determined as provided
in the Prospectus and Statement of Additional Information of the Fund. Any fees
payable hereunder, which may be waived by the Distributor or Authorized
Institutions in whole or in part, may be calculated and paid at least quarterly.
If the Distributor waives all or a portion of the fees that are to be paid by
the Fund hereunder, the Distributor shall not be deemed to have waived its
rights under this Plan to have the Fund pay fees in the future. Nothing herein
shall prohibit the Distributor from collecting
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Distribution Fees in any given year, as provided hereunder, in excess of
expenditures made in that year for activities authorized under paragraph 1
hereof. The Distributor in its sole discretion may assign its right to receive
fees hereunder.
5. The Distributor shall provide to the Fund's Board, and the Board
shall review at least quarterly, a written report of the amounts expended
pursuant to this Plan and the purposes for which the expenditures were made,
including amounts expended for "distribution activities" and/or "service
activities." For purposes of this Plan, "distribution activities" shall mean any
activities that are not deemed "service activities." "Service activities" shall
mean activities in connection with the provision of personal, continuing
services to shareholder accounts in the Shares; provided, however, that if the
National Association of Securities Dealers, Inc. ("NASD") adopts a definition of
"service fee" for purposes of Section 2830(b)(9) of the NASD Conduct Rules or
any successor provision that differs from the definition of "service activities"
hereunder, or if the NASD adopts a related interpretive position intended to
define the same concept, the definition of "service activities" in this
paragraph shall be automatically amended, without further action of the parties,
to conform to the then effective NASD definition. Overhead and other expenses
related to "distribution activities" or "service activities," including
telephone and other communications expenses, may be included in the information
regarding amounts expended for these activities.
6. The Distributor shall give the Fund the benefit of the
Distributor's reasonable 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, Board Members, or officers of the Fund; provided
however, that nothing herein shall be deemed to protect the Distributor against
any liability to the Fund 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.
7. This Plan shall become effective upon the date hereof, and shall
continue in effect from year to year so long as the Plan, together with any
related agreements, is specifically approved at least annually by votes of a
majority of both (a) the Board and (b) those Board Members who are not
"interested persons" of the Fund and have no direct or indirect financial
interest in the operation of this Plan or any agreements related thereto
("Independent Board Members"), cast in person at a meeting called for the
purpose of voting on this approval. If a Fund is a series of a registered
investment company, references to the Board, Board Members and Independent Board
Members shall be to that or those of the company of which the Fund is a series.
8. This Plan may not be amended to increase materially the amount to
be spent by the Fund hereunder above the maximum amounts referred to in
paragraph 2 without a vote of a majority of the outstanding voting securities of
the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any
successor statutes, rules or regulations as in effect at that time, and each
material amendment must be approved in the manner provided for by paragraph 7.
Because this amendment and restatement of the Plan does not increase the fees
payable under the Plan as
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previously in effect, approval in the manner specified in paragraph 7 shall be
sufficient for its adoption.
9. Amendments to this Plan other than material amendments of the kind
referred to in paragraph 8 may be adopted by a majority of both (a) the Board
Members and (b) the Independent Board Members. The Board may, by such a vote,
interpret this Plan and make all determinations necessary or advisable for its
administration.
10. This Plan may be terminated at any time without the payment of any
penalty by the vote of a majority of the Independent Board Members, or by a vote
of a majority of the outstanding voting securities of the Fund in compliance
with Rule 12b-1 and Rule 18f-3 under the Act or any successor statute, rule or
regulation as in effect at that time. This Plan shall automatically terminate in
the event of its assignment.
11. So long as this Plan shall remain in effect, the selection and
nomination of those Board Members of the Fund who are not "interested persons"
of the Fund are committed to the discretion of the incumbent disinterested Board
Members. 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.
12. The Funds are adopting and entering into this Plan on a common
basis for administrative convenience and not for the reason of creating or
incurring any right, privilege, obligation or liability with respect to each
other. Without limiting the generality of the foregoing, the obligations of the
Funds under this Plan are several and not joint, and no Fund or class of Shares
shall have any liability to pay any fee for any other Fund or class of Shares.
This Plan shall be severable as to any Fund at the election of the Independent
Board Members of that Fund. Additional Funds or classes of Shares may be added
and existing Funds or classes of Shares may be removed from the operation of
this Plan without action by any other Fund or class of Shares.
13. The obligations of the Fund, including those imposed hereby, are
not personally binding upon, nor shall resort be had to the private property of,
any of the Board Members, shareholders, officers, employees or agents of the
Fund individually, but are binding only upon the assets and property of the
Fund. Any and all personal liability, either at common law or in equity, or by
statute or constitution, of every Board Member, shareholder, officer, employee
or agent for any breach of the Fund 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.
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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.
EACH OF THE FUNDS LISTED ON SCHEDULE A
HERETO
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxx
Secretary
ATTEST:
/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: LORD, XXXXXX & CO. LLC
------------------------------------
Managing Member
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxx
A Member
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SCHEDULE A
The Lord Xxxxxx Family of Funds
Rule 12b-1 Distribution Plan and Agreement
As of June 29, 2006
FUNDS CLASSES
----- -------
Lord Xxxxxx Affiliated Fund, Inc. X, X, X, X
Xxxx Xxxxxx Xxxxx Xxxxx
Xxxx Xxxxxx Small-Cap Blend Fund A, B, C, P
Lord Xxxxxx Bond Debenture Fund, Inc. A, B, C, P
Lord Xxxxxx Developing Growth Fund, Inc. A, B, C, P
Lord Xxxxxx Global Fund, Inc.
Equity Series A, B, C, P
Income Series A, B, C, P
Lord Xxxxxx Investment Trust
Lord Xxxxxx Balanced Strategy Fund A, B, C, P
Lord Xxxxxx Convertible Fund A, B, C, P
Lord Xxxxxx Core Fixed Income Fund A, B, C, P
Lord Xxxxxx Diversified Equity Strategy Fund A, B, C, P
Lord Xxxxxx High Yield Fund A, B, C, P
Lord Xxxxxx Income Strategy Fund A, B, C, P
Lord Xxxxxx Limited Duration U.S. Government
& Government Sponsored Enterprises Fund A, B, C, P
Lord Xxxxxx Total Return Fund A, B, C, P
Lord Xxxxxx U.S. Government & Government
Sponsored Enterprises Fund A, B, C, P
Lord Xxxxxx World Growth & Income Strategy Fund A, B, C, P
Lord Xxxxxx Large-Cap Growth Fund A, B, C, P
Lord Xxxxxx Mid-Cap Value Fund, Inc. A, B, C, P
Lord Xxxxxx Municipal Income Fund, Inc.
Lord Xxxxxx California Tax-Free Income Fund A, C, P
Lord Xxxxxx Connecticut Tax-Free Income Fund A, P
Lord Xxxxxx Hawaii Tax-Free Income Fund A, P
Lord Xxxxxx Minnesota Tax-Free Income Fund A, P
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Lord Xxxxxx Missouri Tax-Free Income Fund A, P
Lord Xxxxxx National Tax-Free Income Fund A, B, C, P
Lord Xxxxxx New Jersey Tax-Free Income Fund A, P
Lord Xxxxxx New York Tax-Free Income Fund A, C, P
Lord Xxxxxx Texas Tax-Free Income Fund A, P
Lord Xxxxxx Washington Tax-Free Income Fund A, P
Lord Xxxxxx Municipal Income Trust
Florida Series A, C, P
Georgia Series A, P
Lord Xxxxxx High Yield Municipal Bond Fund A, B, C, P
Lord Xxxxxx Insured Intermediate Tax-Free Fund A, B, C, P
Michigan Series A, P
Pennsylvania Series A, P
Lord Xxxxxx Research Fund, Inc.
Lord Xxxxxx America's Value Fund A, B,C, P
Lord Xxxxxx Growth Opportunities Fund A, B, C, P
Lord Xxxxxx Large-Cap Core Fund A, B, C, P
Small-Cap Value Series A, B, C, P
Lord Xxxxxx Securities Trust
Lord Xxxxxx All Value Fund A, B, C, P
Lord Xxxxxx Alpha Strategy Fund A, B, C, P
Lord Xxxxxx International Core Equity Fund A, B, C, P
Lord Xxxxxx International Opportunities Fund A, B, C, P
Lord Xxxxxx Large-Cap Value Fund A, B, C, P
Lord Xxxxxx Micro-Cap Growth Fund A
Lord Xxxxxx Micro-Cap Value Fund A
Lord Xxxxxx Value Opportunities Fund A, B, C, P
Lord Xxxxxx U.S. Government & Government
Sponsored Enterprises Money Market Fund, Inc. X, X, X
0
XXXXXXXX X
Xxx Xxxx Xxxxxx Family of Funds - Class A
Rule 12b-1 Distribution Plan and Agreement
SERVICE FEES PAYABLE WITH
RESPECT TO CLASS A SHARES
THAT WERE INITIALLY ISSUED,
OR ARE ATTRIBUTABLE TO SHARES
THAT WERE INITIALLY ISSUED,BY
THE FUND OR A PREDECESSOR
FUND PRIOR TO [DATE]SHALL NOT
EXCEED [RATE] OF THE AVERAGE
NET ASSET VALUE OF SUCH
ENTITY / FUND SHARES:
------------- -----------------------------
Lord Xxxxxx Investment Trust - U.S. Government &
Government Sponsored Enterprises Fund 9/1/85 - .15 of 1%
Lord Xxxxxx Affiliated Fund 6/1/90 - .15 of 1%
Lord Xxxxxx Bond-Debenture Fund 6/1/90 - .15 of 1%
Lord Xxxxxx Developing Growth Fund 6/1/90 - .15 of 1%
Lord Xxxxxx Mid-Cap Value Fund 6/1/90 - .15 of 1%
Lord Xxxxxx Municipal Income Fund - 6/1/90 - .15 of 1%
Lord Xxxxxx National Tax-Free Income Fund
Lord Xxxxxx Municipal Income Fund - 6/1/90 - .15 of 1%
Lord Xxxxxx New York Tax-Free Income Fund
Lord Xxxxxx Municipal Income Fund - 6/1/90 - .15 of 1%
Lord Xxxxxx Texas Tax-Free Income Fund
Lord Xxxxxx Municipal Income Fund - 7/1/92 - .15 of 1%
Lord Xxxxxx New Jersey Tax-Free Income Fund
Lord Xxxxxx Municipal Income Trust - 10/1/92 - .15 of 1%
Florida Series
Lord Xxxxxx Municipal Income Fund - 1/1/93 - .15 of 1%
Lord Xxxxxx Hawaii Tax-Free Income Fund
Lord Xxxxxx Municipal Income Trust - 4/1/98 - .15 of 1%
Pennsylvania Series
Lord Xxxxxx Municipal Income Trust - 10/1/05 - .15 of 1%
Georgia Series
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SERVICE FEES WITH RESPECT
TO CLASS A SHARES ISSUED BY
THE FUND PRIOR TO THE FIRST
DAY OF THE CALENDAR QUARTER
SUBSEQUENT TO THE SERIES' NET
ASSETS REACHING [AMOUNT]
SHALL NOT EXCEED [RATE]OF
AVERAGE NET ASSET VALUE OF
ENTITY / FUND SUCH SHARES:
------------- -----------------------------
Lord Xxxxxx Municipal Income Fund - $100 million - .15 of 1%
Lord Xxxxxx Minnesota Tax-Free Income Fund
Lord Xxxxxx Municipal Income Fund - $100 million - .15 of 1%
Lord Xxxxxx Washington Tax-Free Income Fund
Lord Xxxxxx Municipal Income Trust - $100 million - .15 of 1%
Michigan Series
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