EXHIBIT 99.6
KEYSTONE INSTITUTIONAL TRUST
FORM OF
PRINCIPAL UNDERWRITING AGREEMENT
AGREEMENT made as of this day of , 1995 by and
between KEYSTONE INSTITUTIONAL TRUST, a Massachusetts business trust ("Trust"),
and FIDUCIARY INVESTMENT COMPANY, INC., a Massachusetts corporation
("Distributor").
WHEREAS, the Trust wishes to arrange for the sale of shares of beneficial
interest ("Shares") of the Trust and its series of shares named Keystone
Institutional Small Capitalization Growth Fund and each series of shares
subsequently issued by the Trust (each singly a "Fund" or collectively "Funds");
and
The Distributor, an affiliate of the Investment Adviser for the Trust and
its Funds, wishes to act as a principal underwriter of the Shares:
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein provided for, the Trust and the Distributor hereby agree as follows:
1. The Trust appoints the Distributor to act as principal underwriter of
the Shares as an independent contractor in such states as the Trust may from
time to time designate and on the terms and conditions herein contained. Except
as the Trust may from time to time agree, the Distributor will act as agent for
the Trust and not as principal.
2. The Distributor will have the right to obtain subscriptions for and to
sell Shares as agent of the Trust and in so doing may retain and employ
representatives to promote distribution of the Shares and may obtain orders from
brokers or dealers or others for sales of Shares to them. No such
representative, dealer or broker shall have any authority to act as agent for
the Trust. The Distributor does not undertake hereby to buy or to find
purchasers for any specific number of Shares.
3. All subscriptions and sales of Shares by the Distributor hereunder shall
be at the net asset value of the Shares in accordance with the provisions of the
Declaration of Trust, By-laws and the current prospectus and statement of
additional information of the Trust. All orders shall be subject to acceptance
by the Trust, and the Trust reserves the right in its sole discretion to reject
any order received. The Trust shall not be liable to anyone for failure to
accept any order.
4. Payment for Shares shall be in cash, check, money order or Federal
Trusts received by the Distributor within seven (7) days after notice of
acceptance of the purchase order and notice of the amount of the applicable
public offering price has been given to the purchaser. If such payment is not
received within such seven-day period, the Trust reserves the right, without
further notice, forth-with to cancel its acceptance of any such order. The Trust
shall pay such issue taxes as may be required by law in connection with the
issue of the Shares.
5. Nothing herein shall prevent the Trust from issuing, or issuing and
selling, or transferring Shares to holders of Shares as dividends or as
distributions of realized capital gains through one or more other principal
underwriters or otherwise for not less than net asset value.
6. The Distributor shall not make, or permit any representative, broker or
dealer to make, in connection with any sale or solicitation of a sale of the
Shares, any representations concerning the Shares except those contained in the
then current prospectus and statement of additional information covering the
Shares and in printed information approved by the Trust as information
supplemental to such prospectus and statement of additional information. Copies
of the then effective prospectus and statement of additional information and any
such printed supplemental information will be supplied by the Trust to the
Distributor in reasonable quantities upon request.
7. The Distributor covenants and agrees that it will in all respects duly
conform with all state and federal laws applicable to the sale of the Shares and
will indemnify and hold harmless the Trust, and each person who has been, is or
may hereafter be a Trustee or officer 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, on the part of the Distributor or any other person for whose acts
the Distributor is responsible or is alleged to be responsible, unless such
misrepresentation or omission was made in reliance upon written information
furnished by the Trust. The term "expenses" includes amounts paid in
satisfaction of judgments or in settlement. The foregoing right of
indemnification shall be in addition to any other rights to which the Trust or
any such Trustee or officer may be entitled as a matter of law.
8. The Trust 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 the Shares for sale under the so-called "blue sky" laws of
any state or for registering and maintaining the registration of the Trust and
of the Shares under the Securities Act of 1933 and the Investment Company Act of
1940. The Distributor shall bear the expenses of preparing, printing and
distributing advertising and sales literature and prospectuses used by it (apart
from expenses of registering Shares under the Securities Act and Investment
Company Act, qualifying Shares for sale under the so-called "blue sky" laws of
any state and the preparation and printing of prospectuses and statements of
additional information and reports required to be filed with the Securities and
Exchange Commission by such Acts and the direct expenses of the issuance of
Shares).
9. This Agreement shall continue in effect for two years from the date set
forth above and from year to year thereafter if its terms and its continuance
are approved annually by a vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" of any such party cast in
person at a meeting called for the purpose of voting on such approval and if
such continuance is also approved annually by the Board of Trustees of the Trust
or by a vote of a majority of the outstanding voting Shares of the Trust;
provided, however, that (1) this Agreement may at any time be terminated without
the payment of any penalty by the Trust on 60 days' written notice to the
Distributor, (2) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Investment Company Act of 1940) and (3)
this Agreement may be terminated by the Distributor on 90 days' written notice
to the Trust. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party. This Agreement may be amended at any time by mutual consent of the
parties.
10. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.
11. A copy of the Declaration of Trust of the Trust is on file with the
Secretary 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 this instrument are not binding
upon the Trustees or holders of shares of the Trust individually but are binding
only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Boston,
Massachusetts, on the day and year first written above.
KEYSTONE INSTITUTIONAL TRUST
By:
----------------------------------------
Title:
FIDUCIARY INVESTMENT COMPANY, INC.
By:
----------------------------------------
Title:
#1016067E
