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Ex-99.15(a)
AMENDED AND RESTATED
CLASS B DISTRIBUTION PLAN
OF
XXXXXXX XXXXX NATURAL RESOURCES TRUST
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 10th day of June, 1985 and
amended and restated as of the 12th day of October, 1992, by and
between Xxxxxxx Xxxxx Natural Resources 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
WHEREAS, the Trust intends to engage in business as an
open-end investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act");
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 common stock, par value
$0.10 per share (the "Class B shares"), of the Trust to the
public; and
WHEREAS, the Trust has entered into a Class B Distribution
Plan (the "Prior Plan") pursuant to Rule 12b-1 under the
Investment Company Act; and
WHEREAS, the Trust desires to adopt this Amended and
Restated Class B Shares 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 Trust's Class B Shares; and
WHEREAS, the Trustees of the Trust have determined that
there is a reasonable likelihood that adoption of this Class B
Shares Distribution Plan will benefit the Trust and its share-
holders.
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NOW, THEREFORE, the Trust hereby adopts, and MLFD xxxxxx
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 Trust relating to Class
B shares to compensate MLFD and securities firms with which MLFD
enters into related agreements ("Sub-Agreements") pursuant to
Paragraph 3 hereof for account maintenance activities with
respect to Class B shareholders of the Trust.
2. The Trust shall pay MLFD a distribution fee under the
Plan at the end of each month at the-annual rate of 0.75% of
average daily net assets of the Trust relating to Class B shares
to compensate MLFD and securities firms with which MLFD enters
into related agreements ("Sub-Agreements") pursuant to Paragraph
3 hereof 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 Trust. Such
expenditures may consist of sales commissions to financial
consultants for selling Class B shares of the Trust,
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 Trust 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 limitation 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 Sub-Agreement shall provide that the Securities
Firms shall provide MLFD with such information as is reasonable
necessary to permit MLFD to comply with the reporting require-
ments set forth in Paragraph 4 hereof.
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.
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5. The Prior Plan 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 Trust. The Plan has
not been submitted to the Class B shareholders because the
amendments do not materially increase the rate of payments by the
Trust provided for in the Prior Plan.
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 the
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.
S. 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 Trust.
9. The Plan may not be amended to increase materially the
rate of payments 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
Trust, and by the Trustees of the Trust 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 nomina-
tion 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
,the Plan, or the agreements or such report, as the case may be,
the first two years in an easily accessible place.
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IN WITNESS WHEREOF, the parties hereto have executed the
Plan as of the date first above written.
XXXXXXX XXXXX NATURAL RESOURCES TRUST
By /s/ Xxxxxx X. Xxxxxxx
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By /s/ Xxxxxxxx Xxx
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CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the 6th day of May, 1993 by and between
Xxxxxxx Xxxxx Funds Distributor, Inc. ("MLFD"), and Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, a Delaware
corporation (the "Securities Firm").
W I T N E S S E T H
WHEREAS, MLFD has entered into an agreement with Xxxxxxx
Xxxxx Natural Resources Trust, a Maryland corporation (the
"Trust"), pursuant to which it acts as the exclusive distributor
for the sale of Class B shares of common stock, par value $0.10
per share (the "Class B shares"), of the Trust;.and
WHEREAS, MLFD and Trust have entered into an Amended and
Restated Class B Shares Distribution Plan (the "Plan") pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the
"Act") pursuant to which MLFD receives an account maintenance fee
from the Trust at the annual rate of 0.25% of average daily net
assets of the Trust relating to Class B shares for account
maintenance services related to the Class B shares of the Trust
and a distribution fee from the Trust at the annual rate of 0.75%
of average daily net assets of the Trust relating to Class B
shares for providing sales and promotional activities and
services related to the distribution of Class B shares; and
WHEREAS, MLFD desires the Securities Firm to perform certain
account maintenance activities and sales and promotional
activities and services for the Trust's Class B shareholders and
the Securities Firm is willing to perform such 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 Trust 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 Trust, 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.
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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 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 "in-
terested persons" of the Trust, as defined in the Act, and have
no direct or indirect financial interest in the operation of the
Plan or any agreements related to the Plan or this Sub-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 Sub-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 Sub-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/ Xxxxxxxx Xxx
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxx Xxxxxx
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