EXHIBIT 6.
XXXXXXXXX XXXXXXXX INVESTMENT TRUST
DISTRIBUTION AGREEMENT
This Distribution Agreement is entered into as of September 30, 1997 by and
between XXXXXXXXX XXXXXXXX INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), and EDGEWOOD SERVICES, INC., a New York corporation ("Edgewood").
WHEREAS, the Trust and Edgewood are desirous of entering into an agreement
providing for the distribution by Edgewood of shares of beneficial interest
("shares") of each of the series (each, a "Fund") of the Trust;
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Trust hereby appoints Edgewood as a distributor of shares of each of the
Funds, and Edgewood hereby accepts such appointment, all as set forth below:
1. RESERVATION OF RIGHT NOT TO SELL. The Trust reserves the right to
refuse at any time or times to sell any of its shares hereunder for any reason.
2. PAYMENTS TO EDGEWOOD. In connection with the distribution of shares
of a Fund, Edgewood will be entitled to receive: (a) payments pursuant to any
Distribution Plan from time to time in effect in respect of such Fund or any
particular class of shares of such Fund, as determined by the Board of Trustees
of the Trust, (b) any contingent deferred sales charges applicable to the
redemption of shares of such Fund or of any particular class of shares of such
Fund, determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of such Fund, and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of such Fund or of any particular class of shares of such Fund,
less any applicable dealer discount.
3. SERVICES TO BE PROVIDED BY EDGEWOOD; SALES OF SHARES TO EDGEWOOD AND
SALES BY EDGEWOOD. Edgewood will provide general sales and distribution
services in respect of the shares of the Funds, including without limitation
reviewing advertising and sales literature and filing such advertising and sales
literature with appropriate regulatory authorities, monitoring the Trust's
continuing compliance with all applicable state securities and Blue Sky laws,
preparing reports to the officers and Trustees of the Trust in respect of the
distribution of the Funds' shares, performing internal audit examinations
related to the distribution function (the scope and timing of such examinations
to be as determined from time to time by the officers of the Trust and
Edgewood), and providing such other services as are customarily provided by the
principal underwriter and distributor for an open-end investment company,
subject in each case to such instructions or guidelines as may be specified by
the Trustees or officers of the Trust from time to time.
Edgewood will have the right, as principal, to purchase shares from a Fund
at their net asset value and to sell such shares to investment dealers or the
public against orders therefor (a) at the public offering price (calculated as
described below) less a discount determined by Edgewood, which discount shall
not exceed the amount of the maximum sales charge permitted under applicable
law, or (b) at net asset value, in each case as provided in the current
Prospectus and Statement of Additional Information relating to such shares.
Upon receipt of an order to purchase shares from an investment dealer with whom
Edgewood has a sales contract, Edgewood will promptly fill such order. The
public offering price of a class of shares of a Fund shall be the net asset
value of such shares then in effect, plus any applicable front-end sales charge
determined in the manner set forth in the then current Prospectus and Statement
of Additional Information relating to such shares or as permitted by the
Investment Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder. The net asset value
of the shares shall be determined in the manner provided in the Agreement and
Declaration of Trust of the Trust as then amended and when determined shall be
applicable to transactions as provided for in the then current Prospectus and
Statement of Additional Information relating to such shares.
Edgewood will also have the right, as principal, to sell shares otherwise
subject to a front-end sales charge or a contingent deferred sales charge not
subject to such a sales charge to such persons as may be approved by the Board
of Trustees of the Trust, all such sales to comply with the provisions of the
Investment Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Upon receipt of registration instructions in proper form and payment for
shares, Edgewood will transmit such instructions to the Trust or its agent for
registration of the shares purchased.
On every sale the Trust shall receive the applicable net asset value of the
shares. The net asset value of the shares of any class shall be determined in
the manner provided in the Agreement and Declaration of Trust of the Trust as
then amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information
relating to such shares.
4. SALES OF SHARES BY THE TRUST. The Trust reserves the right to issue
shares at any time directly to its shareholders as a stock dividend or stock
split and to sell shares to its shareholders or to other persons at not less
than net asset value.
5. REPURCHASE OF SHARES. Edgewood will act as agent for the Trust in
connection with the repurchase of shares of the various Funds by the Trust upon
the terms and conditions set forth in a then current Prospectus and Statement of
Additional Information relating to such shares.
6. BASIS OF PURCHASES AND SALES OF SHARES. Edgewood will use its best
efforts to place shares sold by it on an investment basis. Edgewood does not
agree to sell any specific number of shares. Shares will be sold by Edgewood
only against orders therefor. Edgewood will not purchase shares from anyone
other than the Trust except in accordance with Section 5, and will not take
"long" or "short" positions in shares contrary to the Agreement and Declaration
of Trust of the Trust.
7. RULES OF NASD, ETC. Edgewood will conform to the Rules of the
National Association of Securities Dealers, Inc. and the sale of securities laws
of any jurisdiction in which it sells, directly or indirectly, any shares.
Edgewood also agrees to furnish to the Trust sufficient copies of any agreements
or plans it intends to use in connection with any sales of shares in adequate
time for the Trust to file and clear them with the proper authorities before
they are put in use, and not to use them until so filed and cleared.
8. EDGEWOOD INDEPENDENT CONTRACTOR. Edgewood shall be an independent
contractor, and neither Edgewood nor any of its officers or employees, as such,
is or shall be an employee of the Trust. Edgewood 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. Edgewood assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes thereunder.
Edgewood will maintain at its own expense insurance against public
liability in such an amount as the Board of Trustees of the Trust may from time
to time reasonably request.
9. EXPENSES. Edgewood will pay all of its own expenses in performing its
obligations hereunder.
10. INDEMNIFICATION OF TRUST. Edgewood agrees to indemnify and hold
harmless the Trust and each person who has been, is, or may hereafter be a
Trustee, officer, or employee of the Trust against expenses reasonably incurred
by any of them in connection with any claim or in connection with any action,
suit, or proceeding to which any of them may be a party, which arises out of or
is alleged to arise out of any misrepresentation or omission to state a material
fact, or out of any alleged misrepresentation or omission to state a material
fact, on the part of Edgewood or any agent or employee of Edgewood or any other
person for whose acts Edgewood is responsible or is alleged to be responsible
unless such misrepresentation or omission was made in reliance upon written
information furnished to Edgewood by the Trust. Edgewood agrees likewise to
indemnify and hold harmless the Trust and each such person in connection with
any claim or in connection with any action, suit, or proceeding which arises out
of or is alleged to arise out of Edgewood's breach of this Agreement, gross
negligence, or reckless disregard of its duties. The term "expenses" includes
amounts paid in satisfaction of judgments or in settlements which are made with
Edgewood's consent. The foregoing rights of indemnification shall be in
addition to any other rights to which the Trust or any such person may be
entitled as a matter of law.
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11. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.
This Agreement shall automatically terminate, without the payment of any
penalty, in the event of its assignment. This Agreement may be amended only if
such amendment be approved either by action of the Board of Trustees of the
Trust or at a meeting of the shareholders of the affected Fund or Funds by the
affirmative vote of a majority of the outstanding shares of such Fund or Funds,
and by a majority of the Trustees of the Trust who are not interested persons of
the Trust or of Edgewood by vote cast in person at a meeting called for the
purpose of voting on such approval.
12. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement
shall take effect upon the date first above written and shall remain in full
force and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated in respect of any Fund or Funds:
(a) Either by the Trust or Edgewood by not more than sixty (60) days
nor less than ten (10) days written notice delivered or mailed by
registered mail, postage prepaid, to the other party; or
(b) If the continuance of the Agreement after September 30, 1999 is
not specifically approved at least annually by the Board of Trustees of the
Trust or the shareholders of the affected Fund or Funds by the affirmative
vote of a majority of the outstanding shares of the affected Fund or Funds,
and by a majority of the Trustees of the Trust who are not interested
persons of the Trust or of Edgewood by vote cast in person at a meeting
called for the purpose of voting on such approval.
Action by the Trust or any Fund under (a) above may be taken either (i) by
vote of the Board of Trustees or (ii) by the affirmative vote of a majority of
the outstanding shares of the Trust or the affected Fund or Funds. The
requirement under (b) above that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.
Termination of this Agreement pursuant to this Section 12 shall be without
the payment of any penalty.
13. CERTAIN DEFINITIONS. For purposes of this Agreement, the "affirmative
vote of a majority of the outstanding shares" of the Trust or a Fund means the
affirmative vote, at a duly called and held meeting of shareholders of the Trust
or the Fund, as the case may be, (a) of the holders of 67% or more of the shares
of the Trust or the Fund 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
Trust or the Fund entitled to vote at such meeting are present in person or by
proxy, or (b) of the holders of more than 50% of the outstanding shares of the
Trust or the Fund entitled to vote at such meeting, whichever is less.
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For the purposes of the Agreement, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act of
1940, subject, however, to such exemptions as may be granted by the Securities
and Exchange Commission under said Act.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations of or arising
out of this instrument are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Trust.
IN WITNESS WHEREOF, each of XXXXXXXXX XXXXXXXX INVESTMENT TRUST and
EDGEWOOD SERVICES, INC. has caused this Distribution Agreement to be signed in
duplicate in its behalf, as of the day and year first above written.
XXXXXXXXX XXXXXXXX INVESTMENT
TRUST
By /s/ Xxxxx X. Xxxxx
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EDGEWOOD SERVICES, INC.
By /s/ Xxxxxx X. Xxxxxx
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