XXXXX XXXXXX OREGON MUNICIPALS FUND
DISTRIBUTION AGREEMENT
October 8, 1998
CFBDS, Inc.
00 Xxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
This is to confirm that, in consideration of the
agreements hereinafter contained, the above-named investment
company (the "Fund") has agreed that you shall be, for the
period of this Agreement, the non-exclusive principal
underwriter and distributor of shares of the Fund and each
Series of the Fund set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time (each, including
any shares of the Fund not designated by series, a
"Series"). For purposes of this Agreement, the term
"Shares" shall mean shares of the each Series, or one or
more Series, as the context may require.
1. Services as Principal Underwriter and
Distributor
1.1 You will act as agent for the distribution
of Shares covered by, and in accordance with, the
registration statement, prospectus and statement of
additional information then in effect under the Securities
Act of 1933, as amended (the "1933 Act"), and the Investment
Company Act of 1940, as amended (the "1940 Act"), and will
transmit or cause to be transmitted promptly any orders
received by you or those with whom you have sales or
servicing agreements for purchase or redemption of Shares to
the Transfer and Dividend Disbursing Agent for the Fund of
which the Fund has notified you in writing.
1.2 You agree to use your best efforts to
solicit orders for the sale of Shares. It is contemplated
that you will enter into sales or servicing agreements with
registered securities brokers and banks and into servicing
agreements with financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms. In entering into such agreements,
you will act only on your own behalf as principal
underwriter and distributor. You will not be responsible
for making any distribution plan or service fee payments
pursuant to any plans the Fund may adopt or agreements it
may enter into.
1.3 You shall act as the non-exclusive
principal underwriter and distributor of Shares in
compliance with all applicable laws, rules, and regulations,
including, without limitation, all rules and regulations
made or adopted from time to time by the Securities and
Exchange Commission (the "SEC") pursuant to the 1933 Act
or the 1940 Act or by any securities association registered
under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted for any reason, including, without limitation,
market, economic or political conditions, the Fund's
officers may decline to accept any orders for, or make any
sales of, any Shares until such time as those officers deem
it advisable to accept such orders and to make such sales
and the Fund shall advise you promptly of such
determination.
2. Duties of the Fund
2.1 The Fund agrees to pay all costs and
expenses in connection with the registration of Shares under
the 1933 Act, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares
and for supplying information, prices and other data to be
furnished by the Fund hereunder, and all expenses in
connection with the preparation and printing of the Fund's
prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders;
provided however, that nothing contained herein shall be
deemed to require the Fund to pay any costs of advertising
or marketing the sale of Shares.
2.2 The Fund agrees to execute any and all
documents and to furnish any and all information and
otherwise to take any other actions that may be reasonably
necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such
states and other U.S. jurisdictions as the Fund may approve
and designate to you from time to time, and the Fund agrees
to pay all expenses that may be incurred in connection with
such qualification. You shall pay all expenses connected
with your own qualification as a securities broker or dealer
under state or Federal laws and, except as otherwise
specifically provided in this Agreement, all other expenses
incurred by you in connection with the sale of Shares as
contemplated in this Agreement.
2.3 The Fund shall furnish you from time to
time, for use in connection with the sale of Shares, such
information reports with respect to the Fund or any relevant
Series and the Shares as you may reasonably request, all of
which shall be signed by one or more of the Fund's duly
authorized officers; and the Fund warrants that the
statements contained in any such reports, when so signed by
the Fund's officers, shall be true and correct. The Fund
also shall furnish you upon request with (a) the reports of
the annual audits of the financial statements of the Fund
for each Series made by independent certified public
accountants retained by the Fund for such purpose; (b)
semi-annual unaudited financial statements pertaining to
each Series; (c) quarterly earnings statements prepared by
the Fund for any Series; (d) a monthly itemized list of the
securities in each Series' portfolio; (e) monthly balance
sheets as soon as practicable after the end of each month;
(f) the current net asset value and offering price per
share for each Series on each day such net asset value is
computed and (g) from time to time such additional
information regarding the financial condition of each Series
of the Fund as you may reasonably request.
3. Representations and Warranties
The Fund represents to you that all registration
statements, prospectuses and statements of additional
information filed by the Fund with the SEC under the 1933
Act and the 1940 Act with respect to the Shares have been
prepared in conformity with the requirements of said Acts
and the rules and regulations of the SEC thereunder. As
used in this Agreement, the terms "registration statement",
"prospectus" and "statement of additional information" shall
mean any registration statement, prospectus and statement of
additional information filed by the Fund with the SEC and
any amendments and supplements thereto filed by the Fund
with the SEC. The Fund represents and warrants to you that
any such registration statement, prospectus and statement of
additional information, when such registration statement
becomes effective and as such prospectus and statement of
additional information are amended and supplemented,
includes at the time of such effectiveness, amendment or
supplement all statements required to be contained therein
in conformance with the 1933 Act, the 1940 Act and the rules
and regulations of the SEC; that all statements of material
fact contained in any registration statement, prospectus or
statement of additional information will be true and correct
when such registration statement becomes effective; and that
neither any registration statement nor any prospectus or
statement of additional information when such registration
statement becomes effective will include an untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading to a purchaser of the Fund's Shares.
The Fund may, but shall not be obligated to, propose from
time to time such amendment or amendments to any
registration statement and such supplement or supplements to
any prospectus or statement of additional information as, in
the light of future developments, may, in the opinion of the
Fund, be necessary or advisable. If the Fund shall not
propose such amendment or amendments and/or supplement or
supplements within fifteen days after receipt by the Fund of
a written request from you to do so, you may, at your
option, terminate this Agreement or decline to make offers
of the Fund's Shares until such amendments are made. The
Fund shall not file any amendment to any registration
statement or supplement to any prospectus or statement of
additional information without giving you reasonable notice
thereof in advance; provided, however, that nothing
contained in this Agreement shall in any way limit the
Fund's right to file at any time such amendments to any
registration statement and/or supplements to any prospectus
or statement of additional information, of whatever
character, as the Fund may deem advisable, such right being
in all respects absolute and unconditional.
4. Indemnification
4.1 The Fund authorizes you to use any
prospectus or statement of additional information furnished
by the Fund from time to time, in connection with the sale
of Shares. The Fund agrees to indemnify, defend and hold
you, your several officers and directors, and any person who
controls you within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or
liabilities and any such counsel fees incurred in connection
therewith) which you, your officers and directors, or any
such controlling person, may incur under the 1933 Act or
under common law or otherwise, arising out of or based upon
any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement, any
prospectus or any statement of additional information or
arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in
any registration statement, any prospectus or any statement
of additional information or necessary to make the
statements in any of them not misleading; provided, however,
that the Fund's agreement to indemnify you, your officers or
directors, and any such controlling person shall not be
deemed to cover any claims, demands, liabilities or expenses
arising out of any statements or representations made by you
or your representatives or agents other than such statements
and representations as are contained in any prospectus or
statement of additional information and in such financial
and other statements as are furnished to you pursuant to
paragraph 2.3 of this Agreement; and further provided that
the Fund's agreement to indemnify you and the Fund's
representations and warranties herein before set forth in
paragraph 3 of this Agreement shall not be deemed to cover
any liability to the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your
obligations and duties under this Agreement. The Fund's
agreement to indemnify you, your officers and directors, and
any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action
brought against you, your officers or directors, or any such
controlling person, such notification to be given by letter
or by telegram addressed to the Fund at its principal office
in New York, New York and sent to the Fund by the person
against whom such action is brought, within ten days after
the summons or other first legal process shall have been
served. The failure so to notify the Fund of any such
action shall not relieve the Fund from any liability that
the Fund may have to the person against whom such action is
brought by reason of any such untrue, or alleged untrue,
statement or omission, or alleged omission, otherwise than
on account of the Fund's indemnity agreement contained in
this paragraph 4.1. The Fund will be entitled to assume the
defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall
be conducted by counsel of good standing chosen by the Fund.
In the event the Fund elects to assume the defense of any
such suit and retains counsel of good standing, the
defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them;
but if the Fund does not elect to assume the defense of any
such suit, the Fund will reimburse you, your officers and
directors, or the controlling person or persons named as
defendant or defendants in such suit, for the reasonable
fees and expenses of any counsel retained by you or them.
The Fund's indemnification agreement contained in this
paragraph 4.1 and the Fund's representations and warranties
in this Agreement shall remain operative and in full force
and effect regardless of any investigation made by or on
behalf of you, your officers and directors, or any
controlling person, and shall survive the delivery of any of
the Fund's Shares. This agreement of indemnity will inure
exclusively to your benefit, to the benefit of your several
officers and directors, and their respective estates, and to
the benefit of the controlling persons and their successors.
The Fund agrees to notify you promptly of the commencement
of any litigation or proceedings against the Fund or any of
its officers or Board members in connection with the
issuance and sale of any of the Fund's Shares.
4.2 You agree to indemnify, defend and hold
the Fund, its several officers and Board members, and any
person who controls the Fund within the meaning of Section
15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including
the costs of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection
therewith) that the Fund, its officers or Board members or
any such controlling person may incur under the 1933 Act, or
under common law or otherwise, but only to the extent that
such liability or expense incurred by the Fund, its officers
or Board members, or such controlling person resulting from
such claims or demands shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the
Fund and used in the answers to any of the items of the
registration statement or in the corresponding statements
made in the prospectus or statement of additional
information, or shall arise out of or be based upon any
omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by you
to the Fund and required to be stated in such answers or
necessary to make such information not misleading. Your
agreement to indemnify the Fund, its officers or Board
members, and any such controlling person, as aforesaid, is
expressly conditioned upon your being notified of any action
brought against the Fund, its officers or Board members, or
any such controlling person, such notification to be given
by letter or telegram addressed to you at your principal
office in Boston, Massachusetts and sent to you by the
person against whom such action is brought, within ten days
after the summons or other first legal process shall have
been served. You shall have the right to control the
defense of such action, with counsel of your own choosing,
satisfactory to the Fund, if such action is based solely
upon such alleged misstatement or omission on your part or
with the Fund's consent, and in any event the Fund, its
officers or Board members or such controlling person shall
each have the right to participate in the defense or
preparation of the defense of any such action with counsel
of its own choosing reasonably acceptable to you but shall
not have the right to settle any such action without your
consent, which will not be unreasonably withheld. The
failure to so notify you of any such action shall not
relieve you from any liability that you may have to the
Fund, its officers or Board members, or to such controlling
person by reason of any such untrue, or alleged untrue,
statement or omission, or alleged omission, otherwise than
on account of your indemnity agreement contained in this
paragraph 4.2. You agree to notify the Fund promptly of the
commencement of any litigation or proceedings against you or
any of your officers or directors in connection with the
issuance and sale of any of the Fund's Shares.
5. Effectiveness of Registration
No Shares shall be offered by either you or the Fund
under any of the provisions of this Agreement and no orders
for the purchase or sale of such Shares under this Agreement
shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect
or any necessary amendments thereto shall be suspended under
any of the provisions of the 1933 Act, or if and so long as
a current prospectus as required by Section 5(b) (2) of the
1933 Act is not on file with the SEC; provided, however,
that nothing contained in this paragraph 5 shall in any way
restrict or have any application to or bearing upon the
Fund's obligation to repurchase its Shares from any
shareholder in accordance with the provisions of the Fund's
prospectus, statement of additional information or charter
documents, as amended from time to time.
6. Offering Price
Shares of any class of any Series of the Fund offered
for sale by you shall be offered for sale at a price per
share (the "offering price") equal to (a) their net asset
value (determined in the manner set forth in the Fund's
charter documents and the then-current prospectus and
statement of additional information) plus (b) a sales
charge, if applicable, which shall be the percentage of the
offering price of such Shares as set forth in the Fund's
then-current prospectus relating to such Series. In
addition to or in lieu of any sales charge applicable at the
time of sale, Shares of any class of any Series of the Fund
offered for sale by you may be subject to a contingent
deferred sales charge as set forth in the Fund's then-
current prospectus and statement of additional information.
You shall be entitled to receive any sales charge levied at
the time of sale in respect of the Shares without remitting
any portion to the Fund. Any payments to a broker or dealer
through whom you sell Shares shall be governed by a separate
agreement between you and such broker or dealer and the
Fund's then-current prospectus and statement of additional
information. Any payments to any provider of services to
you shall be governed by a separate agreement between you
and such service provider.
7. Notice to You
The Fund agrees to advise you immediately in writing:
(a) of any request by the
SEC for amendments to the
registration statement,
prospectus or statement of
additional information then in
effect or for additional
information;
(b) in the event of the
issuance by the SEC of any stop
order suspending the
effectiveness of the registration
statement, prospectus or
statement of additional
information then in effect or the
initiation of any proceeding for
that purpose;
(c) of the happening of
any event that makes untrue any
statement of a material fact made
in the registration statement,
prospectus or statement of
additional information then in
effect or that requires the
making of a change in such
registration statement,
prospectus or statement of
additional information in order
to make the statements therein
not misleading; and
(d) of all actions of the
SEC with respect to any amendment
to the registration statement, or
any supplement to the prospectus
or statement of additional
information which may from time
to time be filed with the SEC.
8. Term of the Agreement
This Agreement shall become effective on the date
hereof, shall have an initial term of one year from the date
hereof, and shall continue for successive annual periods
thereafter so long as such continuance is specifically
approved at least annually by (a) the Fund's Board or (b) by
a vote of a majority (as defined in the 0000 Xxx) of the
Fund's outstanding voting securities, provided that in
either event the continuance is also approved by a majority
of the Board members of the Fund who are not interested
persons (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement is
terminable with or without cause, without penalty, on 60
days' notice by the Fund's Board or by vote of holders of a
majority of the relevant Series outstanding voting
securities, or on 90 days' notice by you. This Agreement
will also terminate automatically, as to the relevant
Series, in the event of its assignment (as defined in the
1940 Act and the rules and regulations thereunder).
9. Arbitration
Any claim, controversy, dispute or deadlock
arising under this Agreement (collectively, a "Dispute")
shall be settled by arbitration administered under the rules
of the American Arbitration Association ("AAA") in New
York, New York. Any arbitration and award of the
arbitrators, or a majority of them, shall be final and the
judgment upon the award rendered may be entered in any state
or federal court having jurisdiction. No punitive damages
are to be awarded.
10. Miscellaneous
So long as you act as a principal underwriter and
distributor of Shares, you shall not perform any services
for any entity other than investment companies advised or
administered by Citigroup Inc. or its subsidiaries. The
Fund recognizes that the persons employed by you to assist
in the performance of your duties under this Agreement may
not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or
restrict the persons employed by you or any of your
affiliates right to engage in and devote time and attention
to other businesses or to render services of whatever kind
or nature, provided, however, that in conducting such
business or rendering such services your employees and
affiliates would take reasonable steps to assure that the
other parties involved are put on notice as to the legal
entity with which they are dealing. This Agreement and the
terms and conditions set forth herein shall be governed by,
and construed in accordance with, the laws of the State of
New York without giving effect to its conflict of interest
principles.
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this
Agreement by signing and returning to us the enclosed copy,
whereupon this Agreement will become binding on you.
Very truly yours,
XXXXX XXXXXX OREGON
MUNICIPALS FUND
By:
_____________________
Authorized
Officer
Accepted:
CFBDS, INC.
By: __________________________
Authorized Officer
Page: 3
9
