Exhibit 6
DISTRIBUTING AGREEMENT
DISTRIBUTING AGREEMENT, dated as of January 1, 1993, between XXXXXXXX
PENNSYLVANIA TAX-EXEMPT FUND SERIES, a Pennsylvania trust (the "Fund"), and
XXXXXXXX FINANCIAL SERVICES, INC., a Delaware corporation ("Xxxxxxxx Financial
Services").
In consideration of the mutual agreements herein made, the parties hereto
agree as follows:
1. Exclusive Distributor. The Fund hereby agrees that Xxxxxxxx Financial
Services shall be for the period of this Agreement exclusive agent for
distribution within the United States and its territories, and
Xxxxxxxx Financial Services agrees to use its best efforts during such
period to effect such distribution of shares of Capital Stock
("Shares") of the Fund; provided, however, that nothing herein shall
prevent the Fund, if it so elects, from selling or otherwise
distributing its Shares directly to any persons other than dealers.
The Fund understands that Xxxxxxxx Financial Services also acts as
agent for distribution of the shares of capital stock or beneficial
interest of other open-end investment companies which have entered
into management agreements with J. & X. Xxxxxxxx & Co. Incorporated
(the "Manager").
2. Sales of Shares. Xxxxxxxx Financial Services is authorized, as agent
for the Fund and not as principal, (a) to sell Shares of the Fund to
such dealers as Xxxxxxxx Financial Services may select pursuant to the
terms of written sales agreements (which may also relate to sales of
shares of capital stock or shares of beneficial interest of other
open-end investment companies which have entered into management
agreements with the Manager), in form or forms approved by the Fund,
and (b) to sell Shares of the Fund to other purchasers on such terms
as may be provided in the then current prospectus of the Fund relating
to such Shares; provided, however, that no sales of Shares shall be
confirmed by Xxxxxxxx Financial Services at any time when, according
to advice received by Xxxxxxxx Financial Services from the Fund, the
officers of the Fund have for any reason sufficient to them
temporarily or permanently suspended or discontinued the sale and
issuance of the Shares. Each sale of Shares shall be effected by
Xxxxxxxx Financial Services only at the applicable price determined by
the Fund in the manner prescribed in its then current prospectus
relating to such Shares. Xxxxxxxx Financial Services shall comply with
all applicable laws, rules and regulations including, without limiting
the generality of the foregoing, all rules or regulations made or
adopted pursuant to Section 22 of the Investment Company Act of 1940
(the "1940 Act") by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of
1934.
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The Fund agrees, as long as its Shares may legally be issued, to fill
all orders confirmed by Xxxxxxxx Financial Services in accordance with
the provisions of this Agreement.
3. Repurchase Agent. Xxxxxxxx Financial Services is authorized, as agent
for the Fund and not as principal, to accept offers for resale to the
Fund and to repurchase on behalf of the Fund Shares of each series of
the Fund at net asset values determined by the Fund in conformity with
its then current prospectus relating to such Shares.
4. Compensation. As compensation for the services of Xxxxxxxx Financial
Services under this Agreement, Xxxxxxxx Financial Services shall be
entitled to receive the sales charge, determined in conformity with
the Fund's then current prospectus relating to such Shares, on all
sales of Shares of the Fund confirmed by Xxxxxxxx Financial Services
hereunder and for which payment has been received, less the dealers'
concession allowed in respect of such sales. In addition, in
accordance with the terms of the Fund's Administration, Shareholder
Services and Distribution Plan(s) (the "Plan(s)"), each of the series
of the Fund may make payments from time to time to Xxxxxxxx Financial
Services in accordance with the terms and limitations of, and for the
purposes set forth in the Plan(s).
5. Expenses. Xxxxxxxx Financial Services agrees promptly to pay or
reimburse the Fund for all expenses (except expenses incurred by the
Fund in connection with the preparation, printing and distribution of
any prospectus or report or other communication to shareholders, to
the extent that such expenses are incurred to effect compliance with
any Federal or State law or to enable such distribution to
shareholder(s) (a) of printing and distributing copies of any
prospectus and of preparing, printing and distributing any other
material used by Xxxxxxxx Financial Services in connection with
offering Shares of the Fund for sale, and (b) of advertising in
connection with such offering. The Fund agrees to pay all expenses in
connection with the registration of Shares of the Fund under the
Securities Act of 1933 (the "Act"), all fees and related expenses
which may be incurred in connection with the qualification of Shares
of the Fund for sale in such States (as well as the District of
Columbia, Puerto Rico and other territories) as Xxxxxxxx Financial
Services may designate, and all expenses in connection with
maintaining facilities for the issue and transfer of its Shares, of
supplying information, prices and other data to be furnished by it
hereunder, and through Union Data Service Center, Inc., of all data
processing and related services related to the share distribution
activity contemplated hereby.
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The Fund agrees to execute such documents and to furnish such
information as may be reasonably necessary, in the discretion of the
Trustees of the Fund, in connection with the qualification of Shares
of the Fund for sale in such States (as well as the District of
Columbia, Puerto Rico and other territories) as Xxxxxxxx Financial
Services may designate. Xxxxxxxx Financial Services also agrees to pay
all fees and related expenses connected with its own qualification as
a broker or dealer under Federal or State laws and, except as
otherwise specifically provided in this Agreement or agreed to by the
Fund, all other expenses incurred by Xxxxxxxx Financial Services in
connection with the sale of Shares of the Fund as contemplated in this
Agreement (including the expenses of qualifying the Fund as a dealer
or broker under the laws of such States as may be designated by
Xxxxxxxx Financial Services, if deemed necessary or advisable by the
Fund).
It is understood and agreed that any payments made to Xxxxxxxx
Financial Services pursuant to the Plan(s) may be used to defray some
or all of the expenses incurred by Xxxxxxxx Financial Services
pursuant to this Agreement.
6. Prospectus and Other Information. The Fund represents and warrants to
and agrees with Xxxxxxxx Financial Services that:
(a) A registration statement, including one or more prospectuses
relating to the Shares, has been filed by the Fund under the Act
and has become effective. Such registration statement, as now in
effect and as from time to time hereafter amended, and also any
other registration statement relating to the Shares which may be
filed by the Fund under the Act which shall become effective, is
herein referred to as the "Registration Statement", and any
prospectus or prospectuses filed by the Fund as a part of the
Registration Statement, as the "Prospectus".
(b) At all times during the term of this Agreement, except when the
officers of the Fund have suspended or discontinued the sale and
issuance of Shares of the Fund as contemplated by Section 2
hereof, the Registration Statement and Prospectus will conform in
all respects to the requirements of the Act and the rules and
regulations of the Securities and Exchange Commission, and
neither of such documents will include any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statement therein not
misleading, except that the foregoing does not apply to any
statements or omissions in either of such documents based upon
written information furnished to the Fund by Xxxxxxxx Financial
Services specifically for use therein.
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The Fund agrees to prepare and furnish to Xxxxxxxx Financial Services
from time to time a copy of its Prospectus, and authorizes Xxxxxxxx
Financial Services to use such Prospectus, in the form furnished to
Xxxxxxxx Financial Services from time to time, in connection with the
sale of the Fund's Shares. The Fund also agrees to furnish Xxxxxxxx
Financial Services from time to time, for use in connection with the
sale of such Shares, such information with respect to the Fund and its
Shares as Xxxxxxxx Financial Services may reasonably request.
7. Reports. Xxxxxxxx Financial Services will prepare and furnish to the
Trustees of the Fund at least quarterly a written report complying
with the requirements of Rule 12b-1 under the 1940 Act setting forth
all amounts expended under the Plan(s) and the purposes for which such
expenditures were made.
8. Indemnification. (a) The Fund will indemnify and hold harmless Xxxxxxxx
Financial Services and each person, if any, who controls Xxxxxxxx Financial
Services within the meaning of the Act against any losses, claims, damages
or liabilities to which Xxxxxxxx Financial Services or such controlling
person may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Fund's Registration Statement
or Prospectus or any other written sales material prepared by the Fund
which is utilized by Xxxxxxxx Financial Services in connection with the
sale of Shares or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
(in the case of the Registration Statement and Prospectus) necessary to
make the statements therein not misleading or (in the case of such other
sales material) necessary to make the statements therein not misleading in
the light of the circumstances under which they were made; and will
reimburse Xxxxxxxx Financial Services and each such controlling person for
any legal or other expenses reasonably incurred by Xxxxxxxx Financial
Services or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the Fund will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or
alleged omission made in such Registration Statement or Prospectus in
conformity with written information furnished to the Fund by Xxxxxxxx
Financial Services specifically for use therein; and provided, further,
that nothing herein shall be so construed as to protect Xxxxxxxx Financial
Services against any liability to the Fund or its security holders to which
Xxxxxxxx Financial Services would otherwise
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be subject by reason of willful misfeasance, bad faith or gross
negligence, in the performance of its duties, or by reason of the
reckless disregard by Xxxxxxxx Financial Services of its obligations
and duties under this Agreement. This indemnity agreement will be in
addition to any liability which the Fund may otherwise have.
(b) Xxxxxxxx Financial Services will indemnify and hold harmless the
Fund, each of its Trustees and officers and each person, if any,
who controls the Fund within the meaning of the Act, against any
losses, claims, damages or liabilities to which the Fund or any
such Trustee, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or Prospectus or any sales material not prepared by the
Fund which is utilized in connection with the sale of Shares or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated
therein or (in the case of the Registration Statement and
Prospectus) necessary to make the statements therein not
misleading or (in the case of such other sales material)
necessary to make the statements therein not misleading in the
light of the circumstances under which they were made, in the
case of the Registration Statement and Prospectus to the extent,
but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in
conformity with written information furnished to the Fund by
Xxxxxxxx Financial Services specifically for use therein; and
Xxxxxxxx Financial Services will reimburse any legal or other
expenses reasonably incurred by the Fund or any such Trustee,
officer or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action. This
indemnity agreement will be in addition to any liability which
Xxxxxxxx Financial Services may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section, notify the
indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from
liability which it may have to any indemnified party otherwise
than under this Section. In case any such action is brought
against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying
party to such indemnified party of its
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election to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this Section
for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation.
9. Effective Date. This Agreement shall become effective upon its
execution by an authorized officer of the respective parties to this
Agreement, but in no event prior to shareholder approval of the
Plan(s).
10. Term of Agreement. This Agreement shall continue in effect until
December 31 of the year in which it is first effective and through
December 31 of each year thereafter if such continuance is approved in
the manner required by the 1940 Act and the rules thereunder and
Xxxxxxxx Financial Services shall not have notified the Fund in
writing at least 60 days prior to the anniversary date of the previous
continuance that it does not desire such continuance. This Agreement
may be terminated at any time, without payment of penalty on 60 days'
written notice to the other party by vote of a majority of the
Trustees of the Fund who are not interested persons (as defined in the
0000 Xxx) of the Fund and have no direct or indirect financial
interest in the operation of the Plan(s) or any agreement related
thereto, or by vote of a majority of the outstanding voting securities
of the Fund (as defined in the 1940 Act). This Agreement shall
automatically terminate in the event of its assignment (as defined in
the 1940 Act).
11. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to
the contrary notwithstanding, this Agreement shall not be construed to
require, or to impose any duty upon, either of the parties to do
anything in violation of any applicable laws or regulations.
IN WITNESS WHEREOF, the Fund and Xxxxxxxx Financial Services have
caused this Agreement to be executed by their duly authorized officers as
of the date first above written.
XXXXXXXX PENNSYLVANIA
TAX-EXEMPT FUND SERIES
By
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Xxxxxx X. Xxxxxxxxx, President
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XXXXXXXX FINANCIAL SERVICES, INC.
By
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Xxxxxx X. Xxxxx, President
