Exhibit 99.E1
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XXXXXXXXXX INSTITUTIONAL SERIES
Form of Distribution Agreement
THIS DISTRIBUTION AGREEMENT (the "Distribution Agreement") is entered
into on this 1st 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 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
Series shall pay the Distributor the Distribution Fee at the rate and
upon the terms and conditions set forth in the Distribution and Service
Plan attached as Exhibit A hereto, and as amended from time to time. The
Distribution Fee shall be accrued daily and paid monthly to the
Distributor as soon as practicable after the end of the calendar month
in which it accrues, but in any event within five (5) business days
following the last day of the month. In addition, the Distributor shall
be entitled to retain any applicable sales charge, as set forth in the
current prospectus of the Series 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
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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 agreement, articles of
incorporation and by-laws of the Series and the current Prospectus of
the Series relating to the Series Shares.
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 in
connection with such redemptions or repurchases.
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 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.
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
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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 Investment Company Act of 1940, as
amended (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 (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. 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.
12. 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 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
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.
13. Effective Date and Termination. This Distribution Agreement shall become
effective as of the date first written above, and
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(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.
14. 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.
15. 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.
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16. 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.
17. 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.
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 By: IXIS Asset Management Distribution
Emerging Markets Fund Corporation, its general partner
All Countries Fund
International Growth Fund By:
International Core Fund -----------------------------------
Name:
Title:
By:
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Name:
Title:
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EXHIBIT A
DISTRIBUTION & SERVICE PLAN
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