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Exhibit 23(m)(11)
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DISTRIBUTION PLAN OF
LM INSTITUTIONAL FUND ADVISORS I, INC.
WHEREAS, LM Institutional Fund Advisors I, Inc. (the "Corporation") is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"), and intends to offer for public sale
shares of common stock of its series known as the Western Asset Inflation
Indexed Bond Portfolio ("Fund").
WHEREAS, the Corporation has registered the offering of its shares of
common stock under a Registration Statement filed with the Securities and
Exchange Commission and that Registration Statement is in effect as of the date
hereof or expected to be made effective in the near future.
WHEREAS, the Corporation desires to adopt a Distribution Plan pursuant to
Rule 12b-1 under the 1940 Act with respect to the Fund's Financial Intermediary
Class of shares (the "Class"), and the Board of Directors has determined that
there is a reasonable likelihood that adoption of the Distribution Plan will
benefit the Fund and Shareholders of the Class; and
WHEREAS, the Corporation has employed Legg Mason Wood Walker, Incorporated
("Legg Mason") as principal underwriter of the shares of the Corporation;
NOW THEREFORE, the Corporation hereby adopts this Distribution Plan (the
"Plan") in accordance with Rule 12b-1 under the 1940 Act on the following terms
and conditions.
1. A. The Fund may make payments to Legg Mason, in the form of
fees or reimbursements, to compensate Legg Mason for services
provided and expenses incurred by it for purposes of promoting
the sale of the Class's shares, reducing redemptions of shares,
maintaining or improving services provided to shareholders by
Legg Mason or other parties and for such other purposes as the
Rule 12b-1 Directors (as defined below) may approve from time to
time. Payments may also be made under this Plan directly to
parties other than Legg Mason, including, without limitation, any
other party acting as principal underwriter of the Class's
shares, for the same purposes for which payments may be made to
Legg Mason, but only if approved by the Rule 12b-1 Directors.
Payments under this Plan, however, shall not exceed in any fiscal
year the annual rate of 0.40% of the average daily net assets
attributable to the Class's shares, such fee to be calculated and
accrued daily and paid monthly or at such other intervals as the
Board shall determine.
B. The Fund may pay fees or reimbursements at a lesser rate than
that specified in paragraph 1.A. of this Plan as approved in the
manner specified in paragraph 3 of this Plan. Amounts payable
hereunder are payable without regard to the aggregate amount that
may be paid over the years, provided that, so long as the
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limitations set forth in Article III, Section 26(d) of the Rules
of Fair Practice of the National Association of Securities
Dealers, Inc. ("NASD") remain in effect and apply to distributors
or dealers in the Corporation's shares, the amounts paid
hereunder shall not exceed those limitations, including
permissible interest.
2. Legg Mason (or any other party entitled to payments hereunder) may
spend such amounts as it deems appropriate on any activities or
expenses for which payments may be made under this Plan, including, but
not limited to, compensation to employees of Legg Mason; compensation
to Legg Mason, other broker-dealers and other entities that engage in
or support the distribution of shares or who service shareholder
accounts or provide sub-accounting and recordkeeping services; expenses
of Legg Mason and such other broker-dealers and other entities,
including overhead and telephone and other communication
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expenses; the printing of prospectuses, statements of additional
information, and reports for other than existing shareholders; and
preparation and distribution of sales literature and advertising
materials.
3. This Plan shall take effect on July 28, 2000 and shall continue in
effect for a period of more than one year after it takes effect only so
long as such continuance is specifically approved at least annually, by
votes of a majority of both (a) the Board of Directors of the
Corporation and (b) those Directors who are not "interested persons" of
the Corporation, as defined in the 1940 Act, and who have no direct or
indirect financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-1 Directors"), cast in person
at a meeting or meetings called for the purpose of voting on this Plan;
and only if the Directors who approve the Plan taking effect have
reached the conclusion required by Rule 12b-1(e) under the 1940 Act.
4. Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement
shall provide to the Corporation's Board of Directors and the Board
shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
5. This Plan may be terminated with respect to the Fund at any time by
vote of a majority of the Rule 12b-1 Directors or by vote of a majority
of the outstanding shares of the Class.
6. This Plan may not be amended to increase materially the amount provided
for in paragraph 1.A. hereof unless such amendment is approved by a
vote of a majority of the outstanding shares of the Class, and no
material amendment to the Plan shall be made unless such amendment is
approved in the manner provided for continuing approval in paragraph 3
hereof.
7. While this Plan is in effect, the selection and nomination of Directors
who are not interested persons of the Corporation, as defined in the
1940 Act, shall be committed to the discretion of Directors who are
themselves not interested persons.
8. The Corporation shall preserve copies of this Plan and any related
agreements for a period of not less than six years from the date of
expiration of the Plan or agreement, as the case may be, the first two
years in an easily accessible place; and shall preserve copies of each
report made pursuant to paragraph 4 hereof for a period of not less
than six years from the date of such report, the first two years in an
easily accessible place.
9. As used in this Plan, the term "majority of the outstanding shares of
the Class" means the affirmative vote, at a duly called and held
meeting of the Fund's Financial Intermediary Class shareholders, (i) of
the holders of 67% or more of the Financial Intermediary Class shares
present (in person or by proxy) and entitled to vote at such meeting,
if the holders of more than 50% of the outstanding Financial
Intermediary Class shares entitled to vote at such meeting are present
in person or by proxy, or (ii) of the holders of more than 50% of the
outstanding Financial Intermediary Class shares entitled to vote at
such meeting, whichever is less.
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IN WITNESS WHEREOF, the Corporation has executed this Distribution Plan as
of the day and year set forth below.
Date: July 28, 2000 LM INSTITUTIONAL FUND ADVISORS I, INC.
By:
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Attest:
By:
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Agreed and assented to by
LEGG MASON WOOD WALKER, INCORPORATED
By:
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