XXXXXXXXXX INSTITUTIONAL SERIES
Form of Distribution Agreement
THIS DISTRIBUTION AGREEMENT (the "Distribution Agreement") is entered
into on this 12th day of September, 2005 by and between the Xxxxxxxxxx
Institutional Series (the "Series") and IXIS Asset Management Distributors, L.P.
(the "Distributor").
W I T N E S S E T H:
In consideration of the premises and covenants hereinafter contained, the Series
and the Distributor agree as follows:
1. Distributor. The Series hereby appoints the Distributor as general
distributor of shares of beneficial interest ("Series Shares") of the
Series during the term of this Distribution Agreement. The Series
reserves the right, however, to refuse at any time or times to sell any
Series Shares hereunder for any reason deemed adequate by the Board of
Trustees of the Series.
2. Sale and Payment. Under this Distribution Agreement, the following
provisions shall apply with respect to the sale of and payment for Series
Shares:
(a) The Distributor shall have the right, as principal, to
purchase Series Shares at its net asset value ("NAV") and to sell
such shares to the public against orders therefore at the
applicable public offering price, as defined in Section 4 hereof.
The Distributor shall also have the right, as principal, to sell
shares to dealers against orders therefore at the public offering
price less a concession determined by the Distributor.
(b) Prior to the time of delivery of any shares by the Series to,
or on the order of, the Distributor, the Distributor shall pay or
cause to be paid to the Series or to its order an amount in Boston
or New York clearing house funds equal to the applicable NAV of
such Series Shares.
3. Fees. For its services as general distributor of the Series Shares, the
Distributor shall receive no fee from the Series and the Distributor
shall be entitled to retain any applicable sales charge, as approved by
the Board of Trustees of the Series and as set forth in the current
prospectus relating to Series Shares.
4. Public Offering Price. The public offering price shall be the NAV of
Series Shares, plus any applicable sales charge, all as set forth in the
current prospectus and statement of additional information ("Prospectus")
of the Series relating to the Shares. The NAV of Series Shares shall be
determined in accordance with the provisions of the Distribution
Agreement, articles of incorporation and by-laws of the Series and the
current Prospectus of the Series relating to the Series Shares.
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5. Series' Issuance of Series Shares. The delivery of Series Shares shall be
made promptly by a credit to a shareholder's open account for the Series.
The Series reserves the right (a) to issue Series Shares at any time
directly to the shareholders of the Series as a stock dividend or stock
split, (b) to issue to such shareholders shares of the Series, or rights
to subscribe to shares of the Series, as all or part of any dividend that
may be distributed to shareholders of the Series or as all or part of any
optional or alternative dividend that may be distributed to shareholders
of the Series, and (c) to sell Series Shares in accordance with the
current applicable Prospectus of the Series relating to the Series
Shares.
6. Redemption or Repurchase. The Distributor shall act as agent for the
Series in connection with the redemption or repurchase of Series Shares
by the Series to the extent and upon the terms and conditions set forth
in the current applicable Prospectus of the Series relating to the Series
Shares, and the Series agrees to reimburse the Distributor, from time to
time upon demand, for any reasonable expenses incurred that are directly
related to such redemptions or repurchases. Such expenses would not
include any hardware or other infrastructure acquired by the Distributor
that is used to facilitate compliance with regulatory requirements.
7. Undertaking Regarding Sales. The Distributor shall use reasonable efforts
to sell Series Shares but does not agree hereby to sell any specific
number of Series Shares and shall be free to act as distributor of the
shares of other investment companies. Series Shares will be sold by the
Distributor only against orders therefore. The Distributor shall not
purchase Series Shares from anyone except in accordance with Sections 2
and 6 and shall not take "long" or "short" positions in Series Shares
contrary to the Distribution Agreement, articles of incorporation and
by-laws of the Series.
8. Compliance. The Distributor shall conform to the Rules of Fair Practice
of the National Association of Securities Dealers ("NASD") and the sale
of securities laws of any jurisdiction in which it sells, directly or
indirectly, any Series Shares. The Distributor agrees to make timely
filings, with the Securities and Exchange Commission (the "SEC"), the
NASD and such other regulatory authorities as may be required, of any
sales literature relating to the Series and intended for distribution to
prospective investors. The Distributor also agrees to furnish to the
Series sufficient copies of any agreements or plans it intends to use in
connection with any sales of Series Shares in adequate time for the
Series, or its designated agent, to file and clear them with the proper
authorities before they are put in use (which the Series agrees to use
its best efforts to do as expeditiously as reasonably possible), and not
to use them until so filed and cleared.
The Distributor will also comply with all relevant regulatory
requirements under the Federal Securities Laws, as such term is defined
in Rule 38a-1(e)(1) under the Investment Company Act of 1940, as amended
(the "1940 Act").
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9. Registration and Qualification of Series Shares. The Series agrees to
execute such papers and to do such acts and things as shall from time to
time be reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Series Shares for sale
under the so-called Blue Sky Laws of any state or for maintaining the
registration of the Series and of the Series Shares under the Securities
Exchange Act of 1933, as amended (the "1933 Act") and the 1940 Act, to
the end that there will be available for sale from time to time such
number of Series Shares as the Distributor may reasonably be expected to
sell. The Series shall advise the Distributor promptly of any knowledge
of (a) any action of the SEC or any authorities of any state or
territory, of which it may be advised, affecting registration or
qualification of the Series or the Series Shares, or rights to offer
Series Shares for sale, and (b) the happening of any event which makes
untrue any statement or which requires the making of any change in the
Series' registration statement or its Prospectus relating to the Series
Shares in order to make the statements therein not misleading.
10. Distributor Independent Contractor. The Distributor shall be an
independent contractor and neither the Distributor nor any of its
officers or employees, as such, is or shall be an employee of the Series.
The Distributor is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to such
agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes
thereunder.
11. Liability. Nothing contained herein shall be deemed to protect the
Distributor against any liability to the Series or their shareholders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of the
Distributor's duties hereunder, or by reason of the Distributor's
reckless disregard of its obligations and duties hereunder.
12. Expenses Paid by Distributor. While the Distributor continues to act as
agent of the Series to obtain subscriptions for and to sell Series
Shares, the Distributor shall pay the following:
(a) all expenses of printing (exclusive of typesetting) and
distributing any Prospectus for use in offering Series Shares for
sale, and all other copies of any such Prospectus used by the
Distributor, and
(b) all other expenses of advertising and of preparing, printing
and distributing all other literature or material for use in
connection with offering Series Shares for sale.
13. Interests in and of Distributor. It is understood that any of the
shareholders, trustees, officers, employees and agents of the Series may
be a shareholder, director, officer, employee or agent of, or be
otherwise interested in, the Distributor, any affiliated person of the
Distributor, any organization in which the Distributor may
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have an interest or any organization which may have an interest in the
Distributor; that the Distributor, any such affiliated person or any such
organization may have an interest in the Series; and that the existence
of any such dual interest shall not affect the validity hereof or of any
transaction hereunder except as otherwise provided in the Distribution
Agreement, articles of incorporation and by-laws of the Series, in the
limited partnership agreement of the Distributor or by specific provision
of applicable law.
14. Effective Date and Termination. This Distribution Agreement shall become
effective as of the date first written above, and
(a) Unless otherwise terminated, this Distribution Agreement shall
continue in effect with respect to the Series Shares for an
initial term of two years and will continue thereafter so long as
such continuation is specifically approved at least annually (i)
by the Board of Trustees of the Series or by the vote of a
majority of the votes which may be cast by shareholders of the
Series and (ii) by a vote of a majority of the Board of Trustees
of the Series who are not interested persons of the Distributor or
the Series, cast in person at a meeting called for the purpose of
voting on such approval.
(b) This Distribution Agreement may at any time be terminated on
sixty (60) days' notice to the Distributor either by vote of a
majority of the Series' Board of Trustees then in office or by the
vote of a majority of the votes which may be cast by shareholders
of the Series.
(c) This Distribution Agreement shall automatically terminate in
the event of its assignment.
(d) This Distribution Agreement may be terminated by the
Distributor on ninety (90) days' written notice to the Series.
Termination of this Distribution Agreement pursuant to this section shall be
without payment of any penalty.
15. Notices. Any notice or other communication authorized or required by this
Distribution Agreement to be given to either party shall be in writing
and deemed to have been given when delivered in person or by confirmed
facsimile, or posted by certified mail, return receipt requested, to the
following address (or such other address as a party may specify by
written notice to the other): if to the Series: Xxxxxxxxxx Institutional
Series, c/x Xxxxxxxxxx Global Investors, Inc., 000 Xxxx Xxx Xxxx Xxxx.,
Xxxxx 0000 Xxxx Xxxxxxxxxx, XX 00000, Attn: General Counsel, Fax: (954)
000-0000; if to the Distributor: IXIS Asset Management Distributors,
L.P., 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attn: General Counsel, Fax:
000-000-0000.
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16. Definitions. For purposes of this Distribution Agreement, the following
definitions shall apply:
(a) The "vote of a majority of the votes which may be cast by
shareholders of the Series" means (1) 67% or more of the votes of
the Series present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding
shares of the Series entitled to vote at such meeting are present;
or (2) the vote of the holders of more than 50% of the outstanding
shares of the Series entitled to vote at such meeting, whichever
is less.
(b) The terms "affiliated person," "interested person" and
"assignment" shall have their respective meanings as defined in
the 1940 Act subject, however, to such exemptions as may be
granted by the SEC under the 1940 Act.
17. Amendment. This Distribution Agreement may be amended at any time by
mutual consent of the parties, provided that such consent on the part of
the Series shall be approved (i) by the Board of Trustees of the Series
or by vote of a majority of the votes which may be cast by shareholders
of the Series and (ii) by a vote of a majority of the Board of Trustees
of the Series who are not interested persons of the Distributor or the
Series cast in person at a meeting called for the purpose of voting on
such approval.
18. Applicable Law and Liabilities. This Distribution Agreement shall be
governed by and construed in accordance with the laws of The Commonwealth
of Massachusetts. All sales hereunder are to be made, and title to the
Series Shares shall pass, in Boston, Massachusetts.
19. Limited Recourse. The Distributor hereby acknowledges that the Series'
obligations hereunder with respect to the shares of the Series are
binding only on the assets and property belonging to the Series. The
obligations of the parties hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents, or employees of the
Series personally, but shall bind only the property of the Series, as
provided in the Declaration of Trust of the Series. The execution and
delivery by such officers shall not be deemed to have been made by any of
them individually or to impose any liability on any of them personally,
but shall bind only the Series property.
20. Confidentiality. The Distributor agrees that, except as otherwise
required by law or in connection with any required disclosure to a
banking or other regulatory authority, including Regulation S-P, it will
keep confidential all records and information in its possession relating
to the Series or their shareholders or shareholder accounts and will not
disclose the same to any unaffiliated person except at the request or
with the written consent of the Series.
21. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have executed this Distribution
Agreement on the day and year first above written.
XXXXXXXXXX INSTITUTIONAL
SERIES on behalf of: IXIS ASSET MANAGEMENT
DISTRIBUTORS, L.P.
International Value Fund
Emerging Markets Fund By: IXIS Asset Management
All Countries Fund Distribution Corporation, its
International Growth Fund general partner
International Core Fund
By:
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Name:
By: Title:
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Name:
Title:
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