DISTRIBUTION AGREEMENT
AGREEMENT made this 20th day of June 2002 by and between LORD XXXXXX
TAX-FREE INCOME TRUST, a Delaware business 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 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 and
Agreement 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 of stock when so paid for and issued shall be fully
paid and non-assessable.
The Distributor will act as exclusive selling agent for the Trust in
selling shares of its stock.
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 stock of the Trust to be offered; provided
1
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, 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, 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 and Agreement of 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 stockholders
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 12b-1 Plans of each class of shares of beneficial interest 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.
2
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 and Agreement of Trust.
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 the Trust's shares of beneficial interest 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 the Trust's shares of beneficial interest.
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 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.
3
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 judgement 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, stockholders, 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.
10. The Distributor agrees that it will not sell for its own account to the
Trust any shares of beneficial interest, bonds or other securities of any kind
of character, except that if it shall own any of the Trust's shares of
beneficial interest 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
stockholders, 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. This Agreement shall continue in force for two years from the date
hereof, and its renewable annually thereafter by specific approval of the Board
of Trustees or by
4
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 or by vote of a majority of the outstanding voting securities of the
Trust on 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 partners
all on the day and year first above written.
LORD XXXXXX TAX-FREE INCOME TRUST
BY: /s/ Xxxxxxxxx X. Xxxxxxx
------------------------
Vice President
Attest:
/s/Xxxxxxxx X. Xxxxxx
---------------------
Assistant Secretary
LORD XXXXXX DISTRIBUTOR LLC
By LORD, XXXXXX & CO.
By: /s/ Xxxx X. Xxxxxxx
-------------------
A Partner
5
