AMENDED AND RESTATED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
XXXX XXXXXX MULTI-STATE MUNICIPAL SERIES TRUST
WHEREAS, Xxxx Xxxxxx Multi-State Municipal Series Trust (the "Fund")
is engaged in business as an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, on January 15, 1991, the Fund and Xxxx Xxxxxx Xxxxxxxx Inc.
("DWR") entered into a separate Distribution Agreement, pursuant to which the
Fund employed DWR as distributor of the Fund's shares; and
WHEREAS, on January 15, 1991, the Fund adopted a Plan of Distribution
pursuant to Rule 12b-1 under the Act, and the Trustees then determined that
there was a reasonable likelihood that the Plan of Distribution would benefit
the Fund and its shareholders; and
WHEREAS, the Trustees believe that continuation of said Plan of
Distribution, as amended and restated herein, is reasonably likely to continue
to benefit the Fund and its shareholders; and
WHEREAS, the Fund and DWR desire to substitute DW Distributors Inc.
(the "Distributor") in the place of DWR as distributor of the Fund's shares; and
WHEREAS, the Fund, DWR and the Distributor intend that DWR will
continue to promote the sale of Fund shares and provide personal services to
Fund shareholders with respect to their holdings of Fund shares; and
WHEREAS, the Fund and the Distributor have entered into a separate
Distribution Agreement dated as of this date, pursuant to which the Fund has
employed the Distributor in such capacity during the continuous offering of
shares of the Fund.
NOW, THEREFORE, the Fund hereby amends and restates the Plan of
Distribution previously adopted, and the Distributor xxxxxx agrees to the terms
of said Plan of Distribution (the "Plan"), as amended and restated herein, in
accordance with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund is hereby authorized to utilize its assets to finance
certain activities in connection with the distribution of its shares.
2. Subject to the supervision of the Board of Trustees and the terms
of the Distribution Agreement, the Distributor is authorized to promote the
distribution of the Fund's shares and to provide related services through DWR,
its affiliates or other broker-dealers it may select, and its own Registered
Representatives. The Distributor, DWR, its affiliates and said broker-dealers
shall be reimbursed, directly or through the Distributor, as it may direct, as
provided in paragraph 4 hereof for their services and expenses, which may
include one or more of the following: (1) compensation to, and expenses of,
account executives and other employees, including overhead and telephone
expenses; (2) sales incentives and bonuses to sales representatives of the
Distributor, DWR, its affiliates and other broker-dealers, and to marketing
personnel in connection with promoting sales of shares of the Fund; (3) expenses
incurred in connection with promoting sales of shares of the Fund; (4) preparing
and distributing sales literature; and (5) providing advertising and promotional
activities, including direct mail solicitation and television, radio, newspaper,
magazine and other media advertisements.
3. The Distributor hereby undertakes to directly bear all costs of
rendering the services to be performed by it under this Plan and under the
Distribution Agreement, except for those specific expenses that the Board of
Trustees determines to reimburse as hereinafter set forth.
4. The Fund is hereby authorized to reimburse the Distributor, DWR,
its affiliates and other broker-dealers for distribution expenses incurred by
them specifically on behalf of the Fund. Reimbursement will be made through
payments at the end of each month in such amounts determined at the beginning of
each calendar year (in the case of reimbursement for expenses representing only
a gross credit to account executives of the Distributor and other broker-
dealers, including DWR) or calendar quarter (in the case of all other expenses)
by the Fund's Board of Trustees, including a majority of the Trustees who are
not "interested persons" of the Fund, as defined in the Act. The amount of each
monthly payment may in no event exceed an amount equal to a payment at the
annual rate of 0.15 of 1% of the average net assets of the Fund during the
month. In the event that the Distributor proposes that monies shall be
reimbursed for other than expenses representing a gross credit to account
executives, then in making quarterly determinations of the amounts that may be
expended by the Fund, the Distributor shall provide, and the Trustees shall
review, a quarterly budget of projected distribution expenses to be incurred by
the Distributor, DWR, its affiliates or other broker-dealers on behalf of the
Fund, together with a report explaining the purposes and anticipated benefits of
incurring such expenses. The Board of Trustees shall determine the particular
expenses that may be borne by the Fund, and in making such determination shall
consider the scope of the Distributor's commitment to promoting the distribution
of the shares of the Fund directly or through DWR, its affiliates or other
broker-dealers.
5. The Distributor may direct that all or any part of the amounts
receivable by it under this Plan be paid directly to DWR, its affiliates or
other broker-dealers.
6. If, as of the end of any fiscal year, the actual expenses
incurred by the Distributor, DWR, its affiliates and other broker-dealers on
behalf of the Fund (including accrued expenses and amounts reserved for
incentive compensation and bonuses) are less than the amount of payments made by
the Fund pursuant to this Plan, the Distributor shall promptly make appropriate
reimbursement to the Fund. If, however, as of the end of any fiscal
year, the actual expenses of the Distributor, DWR, its affiliates and other
broker-dealers are greater than the amount of payments made by the Fund pursuant
to this Plan, the Fund will not reimburse the Distributor, DWR, its affiliates
or other broker-dealers for such expenses through payments accrued pursuant to
this Plan in the subsequent fiscal year.
7. The Distributor shall provide the Fund for review by the Board of
Trustees, and the Board of Trustees shall review, promptly after the end of each
fiscal quarter a written report regarding the distribution expenses incurred by
the Distributor, DWR, its affiliates or other broker-dealers on behalf of the
Fund during such fiscal quarter, which report shall include: (1) an itemization
of the types of expenses and the purposes therefor; (2) the amounts of such
expenses; and (3) a description of the benefits derived by the Fund.
8. This Plan, as amended and restated, shall become effective upon approval
by a vote of the Board of Trustees of the Fund, and of the Trustees who are not
"interested persons" of the Fund, as defined in the Act, and who have no direct
or indirect financial interest in the operation of this Plan, cast in person at
a meeting called for the purpose of voting on this Plan.
9. This Plan shall continue in effect until April 30, 1993, and from year to
year thereafter, provided such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 8 hereof.
This Plan may not be amended to increase materially the amount to be spent for
the services described herein unless such amendment is approved by a vote of at
least a majority of the outstanding voting securities of the Fund, as defined in
the Act, and no material amendments to this Plan shall be made unless approved
in the manner provided for approval in paragraph 8 hereof.
10. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Trustees who are not "interested persons"
of the Fund, as defined in the Act, and who have no direct or indirect financial
interest in the operation of this Plan or by a vote of a majority of the
outstanding voting securities of the Fund, as defined in the Act, on not more
than 30 days' written notice to any other party to this Plan.
11. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons.
12. The Fund shall preserve copies of this Plan and all reports made
pursuant to paragraph 7 hereof, for a period of not less than six years from the
date of this Plan or any such report, as the case may be, the first two years in
an easily accessible place.
13. This Plan shall be construed in accordance with the laws of the State of
New York and the applicable provisions of the Act. To the extent the applicable
law of the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the Act, the latter shall control.
14. The Declaration of Trust establishing Xxxx Xxxxxx Multi-State Municipal
Series Trust, dated October 29, 1990, 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 Xxxx
Xxxxxx 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 Xxxx Xxxxxx Multi-State
Municipal Series 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
or otherwise, in connection with the affairs of said Xxxx Xxxxxx Multi-State
Municipal Series Trust, but the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the Fund, the Distributor and DWR have executed this
Plan of Distribution, as amended and restated, as of the day and year set forth
below in New York, New York.
Dated: January 15, 1991
As amended on January 4, 1993 XXXX XXXXXX MULTI-STATE MUNICIPAL
SERIES TRUST
Attest: By: /s/ Xxxxxxx Xxxxxx
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/s/ Xxxxx Xxxx
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DW DISTRIBUTORS INC.
Attest: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
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XXXX XXXXXX XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Attest:
/s/ Xxxxxxx X. Xxxxxxx
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