EX-99.B(6)(a)
MANAGED MUNICIPAL FUND, INC.
FLAG INVESTORS MANAGED MUNICIPAL FUND SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 23rd day of October, 1990, by and between MANAGED
MUNICIPAL FUND, INC., a Maryland corporation (the "Fund"), and Alex. Xxxxx &
Sons Incorporated, a Maryland corporation ("Alex. Xxxxx").
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to appoint Alex. Xxxxx as the exclusive
distributor of the class of shares of the Fund known as the Flag Investors
Managed Municipal Fund Shares (the "Shares") and Alex. Xxxxx wishes to become
the distributor of the Shares; and
WHEREAS, the compensation to Alex. Xxxxx hereunder and the payments
contemplated by paragraph 9 constitute the financing of activities intended to
result in the sale of Shares, and this Agreement is entered into pursuant to a
"written plan" pursuant to Rule 12b-1 under the Act (the "Plan") allowing the
Fund to make such payments.
NOW, THEREFORE, in consideration of the premises, and of other good and
valuable consideration by each of the parties hereto to the other party paid,
and of the agreements, covenants and obligations herein contained, the parties
hereto agree as follows:
1. Appointment. The Fund appoints Alex. Xxxxx as the exclusive distributor
of the Shares for the period and on the terms set forth in this Agreement. Alex.
Xxxxx accepts such appointment and agrees to render the services herein set
forth for the compensation herein provided.
2. Delivery of Documents. The Fund has furnished Alex. Xxxxx with copies,
properly certified or authenticated, of each of the following:
(a) The Fund's Articles of Incorporation, filed with the Secretary of
State of Maryland on January 5, 1990 and all amendments thereto;
(b) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");
(c) Resolutions of the Fund's Board of Directors authorizing the
appointment of Alex. Xxxxx as the Fund's Distributor of the Shares and approving
this Agreement;
(d) The Fund's Notification of Registration filed pursuant to Section
8(a) of the 1940 Act on Form N-8A under the 1940 Act, as filed with the
Securities and Exchange Commission (the "SEC") on January 8, 1990;
(e) The Fund's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File No. 33-32819) and
under the 1940 Act as filed with the Securities and Exchange Commission (the
"SEC") on January 8, 1990 relating to the Fund and all amendments thereto; and
(f) The Fund's most recent prospectus for the Shares (such prospectus
and all amendments and supplements thereto are herein called "Prospectus").
The Fund will xxxxxxx Xxxx. Xxxxx from time to time with copies, properly
certified or authenticated, of all amendments or supplements to the foregoing,
if any, and all documents, notices and reports filed with the SEC.
3. Duties as Distributor. Alex. Xxxxx agrees that all solicitations for
subscriptions for Shares shall be made in accordance with Fund's Articles of
Incorporation and By-Laws, and its then current Registration Statement,
Prospectus and Statement of Additional Information, and shall not at any time or
in any manner violate any provisions of the laws of the United States or of any
state or other jurisdiction which solicitations are then being made. In carrying
out its obligations hereunder, Alex. Xxxxx shall undertake the following actions
and responsibilities:
(a) receive orders for purchase of Shares, accept or reject such
orders on behalf of the Fund in accordance with the currently effective
Prospectus for the Shares and the Fund's Statement of Additional Information and
transmit such orders as are so accepted to the Fund's transfer agent as promptly
as possible;
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(b) receive requests for redemption from holders of Shares and
transmit such redemption requests to the Fund's transfer agent as promptly as
possible;
(c) respond to inquiries from the Fund's shareholders concerning the
status of their accounts with the Fund;
(d) provide to the Fund's Treasurer, at least quarterly, a written
report of the amounts expended in connection with all distribution services
rendered pursuant to this Agreement, including an explanation of the purposes
for which such expenditures were made; and
(e) take, on behalf of the Fund, all actions which appear to the Fund
necessary to carry into effect the distribution of the Shares and perform such
other administrative duties with respect to the Shares as the Fund's Board of
Directors may require.
4. Distribution of Shares. Alex. Xxxxx shall be the exclusive distributor
of the Shares. It is mutually understood and agreed that Alex. Xxxxx does not
undertake to sell all or any specific portion of the Shares. The Fund shall not
sell any of the Shares except through Alex. Xxxxx and securities dealers who
have valid Sub-Distribution Agreements with Alex. Xxxxx. Notwithstanding the
provisions of the foregoing sentence the Fund may issue its Shares at their net
asset value to any shareholder of the Fund purchasing such Shares with dividends
or other cash distributions received from the Fund pursuant to an offer made to
all shareholders.
5. Control by Board of Directors. Any distribution activities undertaken by
Alex. Xxxxx pursuant to this Agreement, as well as any other activities
undertaken by Alex. Xxxxx on behalf of the Fund pursuant hereto, shall at all
times be subject to any directives of the Board of Directors of the Fund. The
Board of Directors may agree, on behalf of the Fund, to amendments to this
Agreement, provided that any such amendment that would provide for a material
increase in the amount expended by the Fund must be approved by the shareholders
of the Fund before becoming effective.
6. Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, Alex. Xxxxx shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder as amended;
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(b) the provisions of the Registration Statement of the Fund under the
1933 Act and the 1940 Act;
(c) the provisions of the Articles of Incorporation of the Fund;
(d) the provisions of the By-Laws of the Fund;
(e) the rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD") and all other self-regulatory organizations
applicable to the sale of investment company shares; and
(f) any other applicable provisions of state and federal laws.
7. Expenses. The expenses connected with the Fund shall be allocable
between the Fund and Alex. Xxxxx as follows:
(a) Alex. Xxxxx shall furnish, at its expense and without cost to the
Fund, the services of personnel to the extent that such services are required to
carry out their obligations under this Agreement;
(b) Alex. Xxxxx shall bear the expenses of any promotional or sales
literature used by Alex. Xxxxx or furnished by Alex. Xxxxx to purchasers or
dealers in connection with the public offering of the Shares, the expenses of
advertising in connection with such public offering;
(c) The Fund assumes and shall pay or cause to be paid all other
expenses of the Fund, including, without limitation: the fees of the Fund's
investment advisor; the charges and expenses of any registrar, any custodian or
depositary appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any stock transfer, dividend or accounting
agent or agents appointed by the Fund; brokers' commissions chargeable to the
Fund in connection with portfolio securities transactions to which the Fund is a
party; all taxes, including securities issuance and transfer taxes, and
corporate fees payable by the Fund to federal, state or other governmental
agencies; the cost and expense of engraving or printing of stock certificates
representing Shares; all costs and expenses in connection with maintenance of
registration of the Fund and its shares with the SEC and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel); the expenses of printing, including typesetting, and distributing
prospectuses of the Fund and supplements thereto to the Fund's shareholders; all
expenses of shareholders' and directors' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and travel
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expenses of directors or members of any advisory board or committee other than
such directors or member who are "interested persons" of the Fund (as defined in
Section 2(a)(19) of the 1940 Act); all expenses incident to the payment of any
dividend, distribution, withdrawal or redemption, whether in Shares or in cash;
charges and expenses of any outside service used for pricing of the Fund's
Shares; charges and expenses of legal counsel, including counsel to the
directors of the Fund who are not "interested persons" of the Fund (as defined
in Section 2(a)(19) of the 1940 Act), and of independent accountants, in
connection with any matter relating to the Fund; a portion of membership dues of
industry associations; interest payable on Fund borrowings; postage; insurance
premiums on property or personnel (including officers and directors) of the Fund
which inure to its benefit; extraordinary expenses (including, but not limited
to, legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.
8. Delegation of Responsibilities. Alex. Xxxxx may, but shall be under no
duty to, perform services on behalf of the Fund which are not required by this
Agreement upon the request of the Fund's Board of Directors. Such services will
be performed on behalf of the Fund and Alex. Xxxxx'x charges in rendering such
services may be billed monthly to the Fund, subject to examination by the Fund's
independent accountants. Payment or assumption by Alex. Xxxxx of any Fund
expense that Alex. Xxxxx is not required to pay or assume under this Agreement
shall not relieve Alex. Xxxxx to pay or assume any similar Fund expense on any
subsequent occasions.
9. Compensation. For the services to be rendered and the expenses assumed
by Alex. Xxxxx, the Fund shall pay to Alex. Xxxxx, compensation at the annual
rate of .25% of the average daily net assets of the Shares of the Fund. Except
as hereinafter set forth, continuing compensation under this Agreement shall be
calculated and accrued daily and the amounts of the daily accruals shall be paid
monthly. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month compensation for the
part of the month during which this Agreement is in effect shall be prorated in
a manner consistent with the calculations of the fees as set forth above.
10. Compensation for Servicing Shareholder Accounts. The Fund acknowledges
that Alex. Xxxxx may compensate its investment representatives for opening
accounts, processing investor letters of transmittals and applications and
withdrawal and redemption orders, responding to inquiries from Fund shareholders
concerning the status of their accounts and the operations of the Fund,
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and communicating with the Fund and its transfer agent on behalf of the Fund
shareholders.
11. Sub-Distribution Agreements. Alex. Xxxxx may enter into
sub-distribution agreements (the "Sub-Distribution Agreements") with any
securities dealer who is registered under the Securities Exchange Act of 1934
and a member in good standing or the NASD, who may wish to act as a
Participating Dealer in connection with the proposed offering. All
Sub-Distribution Agreements shall be in substantially the form of the agreement
attached hereto as Exhibit "A". For processing Fund shareholders' redemption
orders, responding to the inquiries from Fund shareholders concerning the status
of their accounts and the operations of the Fund and communicating with the
Fund, its transfer agent and Alex. Xxxxx, Xxxx. Xxxxx may pay each such
Participating Dealer an amount not to exceed that portion of the compensation
paid to Alex. Xxxxx hereunder that is attributable to accounts of Fund
shareholders who are customers of such Participating Dealer.
12. Non-Exclusivity. The services of Alex. Xxxxx to the Fund are not to be
deemed exclusive and Alex. Xxxxx shall be free to render distribution or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or directors of Alex.
Xxxxx may serve as officers of directors of the Fund, and that officers or
directors of Alex. Xxxxx are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers or directors of any other firm or corporation, including
other investment companies.
13. Term and Approval. This Agreement shall become effective at the close
of business on the date hereof and shall remain in force and effect for an
initial term of two years and from year to year thereafter, provided that such
continuance is specifically approved at least annually:
(a) (i) by the Fund's Board of Directors or (ii) by the vote of a
majority of the outstanding voting securities (as defined in Section 2(a)(42) of
the 1940 Act), and
(b) by the affirmative vote of a majority of the directors who are not
"interested persons" of the Fund (as defined in Section 2(a)(19) of the 0000
Xxx) and who do not have a financial interest in the operation of this
Agreement, by votes cast in person at a meeting specifically called for such
purpose.
14. Termination. This Agreement may be terminated at any time, on sixty
(60) days' written notice to the other party without the payment of any penalty,
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(i) by vote of the Fund's Board of Directors, (ii) by vote of a majority of the
directors who are not "interests persons" of the Fund (as defined in Section
2(a)(19) of the 0000 Xxx) and who do not have a financial interest in the
operation of this Agreement, (iii) by vote of a majority of the Fund's
outstanding voting securities (as defined in Section 2(a)(42) of the 0000 Xxx)
or (iv) by Alex. Xxxxx. The notice provided for herein may be waived by each
party. This Agreement shall automatically terminate in the event of its
assignment as defined in Section 2(a)(4) of the 1940 Act.
15. Liability. In the performance of its duties hereunder, Alex. Xxxxx
shall be obligated to exercise care and diligence and to act in good faith and
to use its best efforts within reasonable limits in performing all services
provided for under this Agreement, but shall not be liable for any act or
omission which does not constitute willful misfeasance, bad faith or gross
negligence on the part of Alex. Xxxxx or reckless disregard by Alex. Xxxxx of
its duties under this Agreement.
16. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other parties at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other parties, the addresses of the Fund and Alex. Xxxxx
are as follows:
If to Alex. Xxxxx
Xxxx. Xxxxx & Sons Incorporated
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
If to the Fund:
Managed Municipal Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
17. Questions of Interpretation. Any questions of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof if any, by the
United States courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is revised by rule, regulation or order of the
SEC, such provision shall be deemed to incorporate the effect of such rule,
regulation or order. Otherwise the provisions of this Agreement shall be
interpreted in accordance with the laws of Maryland.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective
officers as of the day and year first above written.
[SEAL] MANAGED MUNICIPAL FUND, INC.
Attest: /s/ Xxxxxx X. Marhaush By /s/ Xxxxxx X. Xxxxxxxx
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Vice President
[SEAL] ALEX. XXXXX & SONS
INCORPORATED
Attest:/s/ Xxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxx
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