Exhibit 23(m)
PLAN OF DISTRIBUTION
OF
OLD DOMINION INVESTORS TRUST, INC.
WHEREAS, Old Dominion Investors Trust, Inc. (the "Fund") is a Virginia
Corporation which offers shares of common stock;
WHEREAS, Investors Security Company, Inc. will serve as distributor of the
shares of common stock of the Fund, and the Fund and Investors Security Company,
Inc. are parties to a Distribution Agreement (the "Distribution Agreement");
WHEREAS, the purpose of this Plan of Distribution (the "Plan") is to
authorize the Fund to bear expenses of distribution of its shares, including
reimbursement of Investors Security Company, Inc. for its expenses in the
promotion of the sale of share of the Fund, pursuant to the Distribution
Agreement;
WHEREAS, the Board of Directors of the Fund has determined that there is a
reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1. The Fund may expend pursuant to this Plan amounts not to .25 of 1%
of the average daily net assets of the Fund per annum.
2. Subject to the limits in paragraph 1, the Fund shall reimburse
Investors Security Company, Inc. to finance any activity which is
primarily intended to result in the sale of shares of the Fund
including, but not limited to commissions or other payments to
dealers, and salaries and other expenses of Investors Security
Company, Inc. relating to selling or servicing efforts: provided, (i)
that the Board of Directors of the Fund shall have approved categories
of expenses for which reimbursement shall be made pursuant to this
paragraph 2 and (ii) that reimbursement shall be made in accordance
with the terms of the Distribution Agreement.
3. This Plan has been approved by vote of a majority of the outstanding
voting securities of the Fund (as defined in the Investment Company
Act of 1940 (the "Act")) and by the Board of Directors as provided in
paragraph 4.
4. This Plan has been approved together with any related agreement, by
votes of the majority of both (i) the Board of directors of the Fund
and (ii) those Directors of the Fund who are not "interested persons"
of the Fund (as defined in the 1940 Act) and have no direct or
indirect financial interest in the operation of this Plan or agreement
related to it (the "Independent Directors"), cast in person at a
meeting called for the purpose of voting on this Plan.
5. At least quarterly, the Board of Directors shall be provided by any
person authorized to direct the disposition of monies paid or payable
by the Fund pursuant to this Plan or any related agreement, and the
Board shall review a written report of the amounts expended pursuant
to the Plan and the purposes for which such expenditures were made.
PLAN OF DISTRIBUTION
Page 2 of 2
6. This Plan may be terminated as to the Fund at any time by vote of a
majority of the Independent Directors, or by a vote of a majority of
the outstanding voting securities (as defined in the 1940 Act) of the
Fund. Unless sooner terminated in accordance with this provision, this
Plan shall continue in effect until December 11, 1990. It may
thereafter be renewed from year to year in the manner provided for in
paragraph 4 hereof.
7. Any Agreement related to this Plan shall be in writing, and shall
provide:
A. that such agreement may be terminated as to the Fund at any time,
without payment of any penalty, by vote of a majority of the
Independent Directors or by a vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the
Fund, on not more that sixty (60) days' written notice to any
other party to the agreement; and
B. that such agreement shall terminate automatically in the event of
its assignment.
8. This Plan may not be amended to increase materially the maximum amount
of fee or other distribution expenses provided for in paragraph 1
hereof with respect to the Fund unless such amendment is approved by
the voting securities of the Fund in the manner provided in paragraph
3 hereof, and no material amendment to this Plan shall be made unless
approved in the manner provided for in paragraph 4 hereof.
9. While this Plan is in effect, the selection and nomination of
Directors of the Fund who are not "interested persons" of the Fund (as
defined in the 1940 Act) shall be committed to the discretion of the
Directors who are not interested persons.
10. The fund shall preserve copies of this Plan and any related agreement
and all reports made pursuant to paragraph 5 hereof for a period of
six (6) years from the date of this Plan or such agreement or reports,
as the case may be, the first two (2) years of which such records
shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its
officers there unto duly authorized, as of January 1, 1990.
OLD DOMINION INVESTORS TRUST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, President
INVESTORS SECURITY COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
