XXXXX XXXXXX MUTUAL FUNDS
BROKER DEALER CONTRACT
CFBDS, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We, CFBDS, Inc. ("CFBDS"), have
agreements with certain investment companies for
which Mutual Management Corp. serves as investment
adviser and/or administrator (each a "Fund")
pursuant to which we act as nonexclusive principal
underwriter and distributor for the sale of shares
of capital stock ("shares") of the various series
of such Funds, and as such have the right to
distribute shares for resale. Each Fund is an
open-end investment company registered under the
Investment Company Act of 1940, as amended (the
"1940 Act") and the shares being offered to the
public are registered under the Securities Act of
1933, as amended (the "1933 Act"). Each series of
each Fund covered by a Distribution Agreement from
time to time is referred to in this agreement as a
"Series" and collectively as the "Series." The
term "Prospectus", as used herein, refers to the
prospectus and related statement of additional
information (the "Statement of Additional
Information") incorporated therein by reference (as
amended or supplemented) on file with the
Securities and Exchange Commission at the time in
question. As a broker in the capacity of principal
underwriter and distributor for the Trust, we offer
to sell to you, as a broker or dealer, shares of
each Fund upon the following terms and conditions:
1. PRIVATE In all sales to the
public you shall act as broker for your customers
or as dealer for your own account, and in no
transaction shall you have any authority to act as
agent for the Trust, for us or for any other
dealer. tc " In all sales to the public you shall
act as dealer for your own account, and in no
transaction shall you have any authority to act as
agent for the Fund, for us or for any other
dealer."
2. PRIVATE Orders received from you
will be accepted through us only at the public
offering price per share (i.e. the net asset value
per share plus the applicable front-end sales
charge, if any) applicable to each order, and all
orders for redemption of any shares shall be
executed at the net asset value per share less any
contingent deferred sales charge, if any, in each
case as set forth in the Prospectus. You will be
entitled to receive and retain any contingent
deferred sales charge amounts in partial
consideration of your payment to financial
consultants of commission amounts at the time of
sale and we will obligate any other brokers with
whom we enter into similar agreements to pay such
amounts directly to you. The procedure relating to
the handling of orders shall be subject to
paragraph 4 hereof and instructions which we or the
Fund shall forward from time to time to you. All
orders are subject to acceptance or rejection by
the applicable Fund or us in the sole discretion of
either. The minimum initial purchase and the
minimum subsequent purchase of any shares shall be
as set forth in the Prospectus pertaining to the
relevant Series. tc " Orders received from you
will be accepted through us only at the public
offering price per share (i.e. the net asset value
per share plus the applicable sales charge, if any)
applicable to each order, and all orders for
redemption of any Fund shares shall be executed at
the net asset value per share less any contingent
deferred sales charge, if any, in each case as set
forth in the Prospectus. The procedure relating to
the handling of orders shall be subject to
paragraph 4 hereof and instructions which we or the
Fund shall forward from time to time to you. All
orders are subject to acceptance or rejection by
Salomon or the Fund in the sole discretion of
either. The minimum initial purchase and the
minimum subsequent purchase shall be as set forth
in the Prospectus of the Fund."
3. PRIVATE You shall not place
orders for any shares unless you have already
received purchase orders for those shares at the
applicable public offering price and subject to the
terms hereof. You agree that you will not offer or
sell any shares except under circumstances that
will result in compliance with the applicable
Federal and state securities laws, the applicable
rules and regulations thereunder and the rules and
regulations of applicable regulatory agencies or
authorities and that in connection with sales and
offers to sell shares you will furnish to each
person to whom any such sale or offer is made, a
copy of the Prospectus and, upon request, the
Statement of Additional Information, and will not
furnish to any person any information relating to
shares which is inconsistent in any respect with
the information contained in the Prospectus or
Statement of Additional Information (as then
amended or supplemented). You shall not furnish or
cause to be furnished to any person or display or
publish any information or materials relating to
the shares (including, without limitation,
promotional materials and sales literature,
advertisements, press releases, announcements,
statements, posters, signs or other similar
material), except such information and materials as
may be furnished to you by or on behalf of us or
the Funds, and such other information and materials
as may be approved in writing by or on behalf of us
or the Funds. tc " You shall not place orders
for any shares unless you have already received
purchase orders for those shares at the applicable
public offering price and subject to the terms
hereof and of the Distribution Contract. You agree
that you will not"
4. PRIVATE As a broker dealer, you
are hereby authorized (i) to place orders directly
with the applicable Fund or Series for shares
subject to the applicable terms and conditions
governing the placement of orders by us set forth
in the Prospectus and (ii) to tender shares
directly to each Fund or its agent for redemption
subject to the applicable terms and conditions
governing the redemption of shares applicable to us
set forth in the Prospectus. tc " As a dealer, you
are hereby authorized (i) to place orders directly
with the Fund for shares to be resold by us to you
subject to the applicable terms and conditions
governing the placement of orders by us set forth
in the Prospectus and the Distribution Contract and
(ii) to tender shares directly to the Fund or its
agent for redemption subject to the applicable
terms and conditions governing the redemption of
shares applicable to us set forth in the Prospectus
and the Distribution Agreement."
5. PRIVATE You shall not withhold
placing orders received from your customers so as
to profit yourself as a result of such withholding,
e.g., by a change in the "net asset value" from
that used in determining the offering price to your
customers. tc " You shall not withhold placing
orders received from your customers so as to profit
yourself as a result of such withholding, e.g., by
a change in the \"net asset value\" from that used
in determining the offering price to your
customers."
6. PRIVATE In determining the
amount of any sales concession payable to you
hereunder, we reserve the right to exclude any
sales which we reasonably determine are not made in
accordance with the terms of the Prospectus and the
provisions of this Agreement. Unless at the time
of transmitting an order we advise you or the
transfer agent to the contrary, the shares ordered
will be deemed to be the total holdings of the
specified investor. tc " In determining the amount
of any sales concession payable to you hereunder,
we reserve the right to exclude any sales which we
reasonably determine are not made in accordance
with the terms of the Prospectus and the provisions
of this Agreement. Unless at the time of
transmitting an order we advise you or the transfer
agent to the contrary, the shares ordered will be
deemed to be the total holdings of the specified
investor."
7. PRIVATE (a) You agree that
payment for orders from you for the purchase of
shares will be made in accordance with the terms of
the Prospectus. On or before the business day
following the settlement date of each purchase
order for shares, you shall transfer same day funds
to an account designated by us with the transfer
agent in an amount equal to the public offering
price on the date of purchase of the shares being
purchased less your sales concession, if any, with
respect to such purchase order determined in
accordance with the Prospectus. If payment for any
purchase order is not received in accordance with
the terms of the Prospectus, we reserve the right,
without notice, to cancel the sale and to hold you
responsible for any loss sustained as a result
thereof. tc " (a) You agree that payment for
orders from you for the purchase of shares will be
made in accordance with the terms of the
Prospectus. On or before the business day
following the settlement date of each purchase
order for shares, you shall transfer same day funds
to an account designated by us with the transfer
agent an amount equal to the public offering price
on the date of purchase of the shares being
purchased less your sales concession, if any, with
respect to such purchase order determined in
accordance with the Prospectus. If payment for any
purchase order is not received in accordance with
the terms of the Prospectus, we reserve the right,
without notice, to cancel the sale and to hold you
responsible for any loss sustained as a result
thereof."
(b) PRIVATE If any shares sold under
the terms of this Agreement are sold with a sales
charge and are redeemed or are tendered for
redemption within seven (7) business days after
confirmation of your purchase order for such
shares: (i) you shall forthwith refund to us the
full sales concession received by you on the sale;
and (ii) we shall forthwith pay to the applicable
Series our portion of the sales charge on the sale
which has been retained by us, if any, and shall
also pay to the applicable Series the amount
refunded by you. tc " If any shares sold under the
terms of this Agreement are sold with a sales
charge and are redeemed or are tendered for
redemption within seven (7) business days after
confirmation of your purchase order for such
shares\: (i) you shall forthwith refund to us the
full sales concession received by you on the sale;
and (ii) we shall forthwith pay to the applicable
Series our portion of the sales charge on the sale
which has been retained by us, if any, and shall
also pay to the Series the amount refunded by
you."
(c) PRIVATE We will not be obligated
to pay or cause to be paid to you any ongoing trail
commission or shareholder service fees with respect
to shares of the Series purchased through you and
held by or for your customers, which you shall
collect directly from the Funds. tc " We will pay
you an ongoing trail commission with respect to
holdings by you of shares of the Funds at such
rates and in such manner as may be described in the
Prospectus."
(d) PRIVATE Certificates evidencing
shares shall be available only upon request. Upon
payment for shares in accordance with paragraph
7(a) above, the transfer agent will issue and
transmit to you or your customer a confirmation
statement evidencing the purchase of such shares.
Any transaction in uncertificated shares, including
purchases, transfers, redemptions and repurchases,
shall be effected and evidenced by book-entry on
the records of the transfer agent. tc "
Certificates evidencing shares shall be available
only upon request. Upon payment for shares in
accordance with paragraph 7(a) above, the transfer
agent will issue and transmit to you a confirmation
statement evidencing the purchase of such shares.
Any transaction in uncertificated shares, including
purchases, transfers, redemptions and repurchases,
shall be effected and evidenced by book-entry on
the records of the transfer agent."
8. PRIVATE No person is authorized
to make any representations concerning shares
except those contained in the current Prospectus
and Statement of Additional Information and in
printed information subsequently issued by us or
the Funds as information supplemental to the
Prospectus and the Statement of Additional
Information. In purchasing or offering shares
pursuant to this Agreement you shall rely solely on
the representations contained in the Prospectus,
the Statement of Additional Information and the
supplemental information above mentioned. tc " No
person is authorized to make any representations
concerning shares except those contained in the
current Prospectus and Statement of Additional
Information and in printed information subsequently
issued by us or the Fund as information
supplemental to the Prospectus and the Statement of
Additional Information. In purchasing sor offering
shares pursuant to this Agreement you shall rely
solely on the representations contained in the
Prospectus, the Statement of Additional Information
and the supplemental information above mentioned."
9. PRIVATE You agree to deliver to
each purchaser making a purchase of shares from or
through you a copy of the Prospectus at or prior to
the time of offering or sale, and, upon request,
the Statement of Additional Information. You may
instruct the transfer agent to register shares
purchased in your name and account as nominee for
your customers. You agree thereafter to deliver to
any purchaser whose shares you or your nominee are
holding as record holder copies of the annual and
interim reports and proxy solicitation materials
and any other information and materials relating to
the Trust and prepared by or on behalf of us, the
Funds or the investment adviser, custodian,
transfer agent or dividend disbursing agent for
distribution to beneficial holders of shares. The
Funds shall be responsible for the costs associated
with forwarding such reports, materials and other
information and shall reimburse you in full for
such costs. You further agree to make reasonable
efforts to endeavor to obtain proxies from such
purchasers whose shares you or your nominee are
holding as record holder. You further agree to
obtain from each customer to whom you sell shares
any taxpayer identification number certification
required under Section 3406 of the Internal Revenue
Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder, and to provide
us or our designee with timely written notice of
any failure to obtain such taxpayer identification
number certification in order to enable the
implementation of any required backup withholding
in accordance with Section 3406 of the Code and the
regulations thereunder. Additional copies of the
Prospectus, Statement of Additional Information,
annual or interim reports, proxy solicitation
materials and any such other information and
materials relating to the Trust will be supplied to
you in reasonable quantities upon request. tc "
You agree to deliver to each purchaser making a
purchase of shares from you a copy of the
Prospectus at or prior to the time of offering or
sale, and, upon request, the Statement of
Additional Information. You may instruct the
transfer agent to register shares purchased in your
name and account as nominee for your customers.
You agree thereafter to deliver to any purchaser
whose shares you are holding as record holder
copies of the annual and interim reports and proxy
solicitation materials and any other information
and materials relating to the Fund and prepared by
or on behalf of us, the Fund or its investment
adviser, custodian, transfer agent or dividend
disbursing agent for distribution to such customer.
The Fund shall be responsible for the costs
associated with forwarding such reports, materials
and other information and shall reimburse you in
full for such costs. You further agree to make
reasonable efforts to endeavor to obtain proxies
from such purchasers whose shares you are holding
as record holder. You further agree to obtain from
each customer to whom you sell shares any taxpayer
identification number certification required under
Section 3406 of the Internal Revenue Code of 1986,
as amended (the \"Code\"), and the regulations
promulgated thereunder, and to provide us or our
designee with timely written notice of any failure
to obtain such taxpayer identification number
certification in order to enable the implementation
of any required backup withholding in accordance
with Section 3406 of the Code and the regulations
thereunder. Additional copies of the Prospectus,
Statement of Additional Information, annual or
interim reports, proxy solicitation materials and
any such other information and materials relating
to the Fund will be supplied to you in reasonable
quantities upon request."
10. PRIVATE (a) In accordance with
the terms of the Prospectus, a reduced sales charge
may be available to customers, depending on the
amount of the investment or proposed investment.
In each case where a reduced sales charge is
applicable, you agree to furnish to the transfer
agent sufficient information to permit confirmation
of qualification for a reduced sales charge, and
acceptance of the purchase order is subject to such
confirmation. Reduced sales charges may be
modified or terminated at any time in the sole
discretion of each Fund. tc " (a) In accordance
with the terms of the Prospectus, a reduced sales
charge may be available to customers, depending on
the amount of the investment. In each case where a
reduced sales charge is applicable, you agree to
furnish to the transfer agent sufficient
information to permit confirmation of qualification
for a reduced sales charge, and acceptance of the
purchase order is subject to such confirmation.
Reduced sales charges may be modified or terminated
at any time in the sole discretion of the Fund."
(b) PRIVATE You acknowledge that
certain classes of investors may be entitled to
purchase shares at net asset value without a sales
charge as provided in the Prospectus and Statement
of Additional Information. tc " You acknowledge
that certain classes of investors may be entitled
to purchase shares at net asset value without a
sales charge as provided in the Prospectus and
Statement of Additional Information."
(c) PRIVATE You agree to advise us
promptly as to the amount of any and all sales by
you qualifying for a reduced sales charge or no
sales charge. tc " You agree to advise us promptly
as to the amount of any and all sales by you
qualifying for a reduced sales charge or no sales
charge."
(d) PRIVATE Exchanges (i.e., the
investment of the proceeds from the liquidation of
shares of one Series in the shares of another
Series, each of which is managed by the same or an
affiliated investment adviser) shall, where
available, be made in accordance with the terms of
each Prospectus. tc " Exchanges (i.e., the
investment of the proceeds from the liquidation of
shares of one fund in the shares of another fund,
each of which is managed by the Fund's investment
adviser) shall, where available, be made in
accordance with the terms of each Prospectus."
11. PRIVATE We and each Fund
reserve the right in our discretion, without
notice, to suspend sales or withdraw the offering
of any shares entirely. Each party hereto has the
right to cancel the portions of this Agreement to
which it is party upon notice to the other parties;
provided, however, that no cancellation shall
affect any party's obligations hereunder with
respect to any transactions or activities occurring
prior to the effective time of cancellation. We
reserve the right to amend this Agreement in any
respect effective on notice to you. tc " We
reserve the right in our discretion, without
notice, to suspend sales or withdraw the offering
of shares entirely. Each party hereto has the
right to cancel this agreement upon notice to the
other part parties; provided; however, that no
cancellation shall affect any party's obligations
hereunder with respect to any transactions or
activities occurring prior to the effective time of
cancellation. We reserve the right to amend this
Agreement in any respect effective on notice to
you."
12. PRIVATE We shall have full
authority to take such action as we may deem advisable
in respect of all matters pertaining to the continuous
offering of shares. We shall be under no liability to
you except for lack of good faith and for obligations
expressly assumed by us herein. Nothing contained in
this paragraph 12 is intended to operate as, and the
provisions of this paragraph 12 shall not in any way
whatsoever constitute a waiver by you of compliance
with, any provisions of the 1933 Act or of the rules
and regulations of the Securities and Exchange
Commission issued thereunder. tc " We shall have
full authority to take such action as we may deem
advisable in respect of all matters pertaining to the
continuous offering of shares. We shall be under no
liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing
contained in this paragraph 12 is intended to operate
as, and the provisions of this paragraph 12 shall not
in any way whatsoever constitute a waiver by you of
compliance with, any provisions of the 1933 Act or of
the rules and regulations of the Securities and
Exchange Commission issued thereunder."
13. PRIVATE You agree that: (a)
you shall not effect any transactions (including,
without limitation, any purchases and tc " You
agree that\: (a) you shall not effect any
transactions (including, without limitation, any
purchases and" redemptions) in any shares
registered in the name of, or beneficially owned
by, any customer unless such customer has granted
you full right, power and authority to effect such
transactions on his behalf, (b) we shall have full
authority to act upon your express instructions to
sell, repurchase or exchange shares through us on
behalf of your customers under the terms and
conditions provided in the Prospectus and (c) we,
the Funds, the investment adviser, the
administrator, the transfer agent and our and their
respective officers, directors or trustees, agents,
employees and affiliates shall not be liable for,
and shall be fully indemnified and held harmless by
you from and against, any and all claims, demands,
liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which may
be incurred by us or any of the foregoing persons
entitled to indemnification from you hereunder
arising out of or in connection with (i) the
execution of any transactions in shares registered
in the name of, or beneficially owned by, any
customer in reliance upon any oral or written
instructions believed to be genuine and to have
been given by or on behalf of you, (ii) any
statements or representations that you or your
employees or representatives make concerning the
Funds that are inconsistent with the applicable
Fund's Prospectus, (iii) any written materials used
by you or your employees or representatives in
connection with making offers or sales of shares
that were not furnished by us, the Funds or the
investment adviser or an affiliate thereof and (iv)
any sale of shares of a Fund where the Fund or its
shares were not properly registered or qualified
for sale in any state, any U.S. territory or the
District of Columbia, when we have indicated to you
that the Fund or its shares were not properly
registered or qualified. The indemnification
agreement contained in this Paragraph 13 shall
survive the termination of this Agreement.
14. PRIVATE You represent that: (a)
you are a member in good standing of the National
Association of Securities Dealers, Inc. (the
"NASD"), or, if a foreign dealer who is not
eligible for membership in the NASD, that (i) you
will not make any sales of shares in, or to
nationals of, the United States of America, its
territories or its possessions, and (ii) in making
any sales of shares you will comply with the NASD's
Conduct Rules and (b) you are a member in good
standing of the Securities Investor Protection
Corporation ("SIPC"). You agree that you will
provide us with timely written notice of any change
in your NASD or SIPC status. tc " You represent
that you are a member in good standing of the
National Association of Securities Dealers, Inc.
(the \"NASD\"), or, if a foreign dealer who is not
eligible for membership in the NASD, that (a) you
will not make any sales of shares in, or to
nationals of, the United States of America, its
territories or its possessions, and (b) in making
any sales of shares you will comply with the NASD's
Rules of Fair Practice."
15. PRIVATE We shall inform you as
to the states or other jurisdictions in which the
Fund has advised us that shares have been qualified
for sale under, or are exempt from the requirements
of, the respective securities laws of such states,
but we assume no responsibility or obligation as to
your qualification to sell shares in any
jurisdiction.
16. 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.
17. PRIVATE All communications to
us should be sent, postage prepaid, to 00 Xxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention:
Xxxxxx Xxxxxxxx. Any notice to you shall be duly
given if mailed, telegraphed or telecopied to you
at the address specified by you below.
Communications regarding placement of orders for
shares should be sent, postage prepaid, to First
Data Investor Services Group, Inc., X.X. Xxx 0000,
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000. tc " All
communications to us should be sent, postage
prepaid, to 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000. Attention\: Xxxxxx X. Xxxxxxx. Any
notice to you shall be duly given if mailed,
telegraphed or telecopied to you at the address
specified by you below. Communications regarding
placement of orders for shares should be sent,
postage prepaid, to The Shareholder Services Group,
Inc., X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx
00000-0000."
18. PRIVATE This Agreement shall be
binding upon both parties hereto when signed by us
and accepted by you in the space provided below tc
" This Agreement shall be binding upon both
parties hereto when signed by us and accepted by
you in the space provided below until July 14, 1995
or such earlier date upon negotiation of section 3
and 12 of this agreement. " .
19. PRIVATE 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. tc " 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."
CFBDS, INC.
By:
(Authorized
Signature)
Accepted:
Firm Name:
Address:
Accepted By (signature):
Name (print):
Title: Date:
G:\fundac\legal\funds\njmu\1999\secdocs\dealrag1
