EXHIBIT 99.6(a)
CLASS A SHARES
DISTRIBUTION AGREEMENT
----------------------
AGREEMENT made this day of , 1998, between FINANCIAL
INSTITUTIONS SERIES TRUST, a trust organized under the laws of Massachusetts
(the "Trust") and PRINCETON FUNDS DISTRIBUTOR, INC., a Delaware corporation
(the "Distributor");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified open-end investment
company and it is affirmatively in the interest of the Trust to offer its shares
for sale in a continuous offering; and
WHEREAS, the Trust is authorized to establish separate series ("Series"),
each of which will offer a separate class of shares of beneficial interest, par
value $.10 per share (collectively referred to as "shares"), to selected groups
of purchasers; and
WHEREAS, the Trustees of the Trust (the "Trustees") have established and
designated the Summit Cash Reserves Fund (the "Fund") as a series of the Trust;
and
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to investors or through
other securities dealers; and
WHEREAS, the Trust and the Distributor wish to enter into an agreement with
each other with respect to the continuous offering of the Class A shares of the
Fund in order to promote the growth of the Fund and facilitate the distribution
of its Class A shares.
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Trust hereby appoints the
------------------------------
Distributor as the exclusive distributor and representative of the Trust to sell
Class A shares of beneficial
interest of the Fund (the "Class A shares") to the selected groups of investors
specified as eligible investors in the currently effective prospectus and
statement of additional information (the "Prospectus") of the Fund and the
Distributor hereby accepts such appointment. The Trust during the term of this
Agreement shall sell Class A shares to the Distributor upon the terms and
conditions set forth below.
Section 2. Exclusive Nature of Duties. The Distributor shall be the
--------------------------
exclusive representative of the Trust to act as principal underwriter and
distributor of the Class A shares, except that:
(a) The Trust may, upon written notice to the Distributor, from time to
time designate other principal underwriters and distributors of Class A shares
with respect to areas other than the United States as to which the Distributor
may have expressly waived in writing its right to act as such. If such
designation is deemed exclusive, the right of the Distributor under this
Agreement to sell Class A shares in the areas so designated shall terminate, but
this Agreement shall remain otherwise in full effect until terminated in
accordance with the other provisions hereof.
(b) The exclusive rights granted to the Distributor to purchase Class A
shares from the Trust shall not apply to Class A shares issued in connection
with the merger or consolidation of any other investment company or personal
holding company with the Trust or the acquisition by purchase or otherwise of
all (or substantially all) the assets or the outstanding Class A shares of any
such company by the Trust.
(c) Such exclusive rights shall also not apply to Class A shares issued by
the Trust pursuant to reinvestment of dividends and capital gains distributions.
2
(d) Such exclusive right also shall not apply to Class A shares issued
pursuant to any conversion, exchange or reinstatement privilege afforded
redeeming shareholders or to any other Class B shares as shall be agreed between
the Trust and the Distributor from time to time.
Section 3. Purchase of Class A Shares from the Trust.
-----------------------------------------
(a) The Distributor shall have the right to buy from the Trust the Class A
shares needed, but not more than the Class A shares needed (except for clerical
errors in transmission) to fill unconditional orders for Class A shares of the
Trust placed with the Distributor by investors or securities dealers. The price
which the Distributor shall pay for the Class A shares so purchased from the
Trust shall be the net asset value, determined as set forth in Section 3(c)
hereof.
(b) The Class A shares are to be resold by the Distributor to investors at
net asset value, as set forth in Section 3(c) hereof, or to securities dealers
having agreements with the Distributor upon the terms and conditions set forth
in Section 7 hereof.
(c) The net asset value of Class A shares of the Fund shall be determined
by the Trust or any agent of the Trust in accordance with the method set forth
in the Prospectus and guidelines established by the Trustees.
(d) The Trust shall have the right to suspend the sale of Class A shares of
the Fund at times when redemption is suspended pursuant to the conditions set
forth in Section 4(b) hereof. The Trust shall also have the right to suspend
the sale of Class A shares of the Fund if trading on the New York Stock Exchange
shall have been suspended, if a banking moratorium shall have been declared by
Federal or New York authorities, or if there shall have been some other event,
which, in the judgment of the Trust, makes it impracticable or inadvisable to
sell the Class A shares.
3
(e) The Trust, or any agent of the Trust designated in writing by it, shall
be promptly advised of all purchase orders for Class A shares received by the
Distributor. Any order may be rejected by the Trust or the Distributor,
provided, however, that neither will arbitrarily or without reasonable cause
refuse to accept or confirm orders for the purchase of Class A shares. The
Trust (or its agent) will confirm orders upon their receipt, or in accordance
with any exemptive order of the Securities and Exchange Commission, and will
make appropriate book entries pursuant to the instructions of the Distributor.
Purchase orders are effective when Federal Funds become available to the Trust.
The Distributor agrees to cause such payment and such instructions to be
delivered promptly to the Trust (or its agent).
Section 4. Redemption or Repurchase of Class A Shares by the Trust.
-------------------------------------------------------
(a) Any of the outstanding Class A shares may be tendered for redemption or
repurchase at any time, and the Trust shall redeem or repurchase the Class A
shares so tendered in accordance with its obligations and rights as set forth in
its Declaration of Trust, as amended from time to time, and in accordance with
the applicable provisions contained in the Prospectus relating to such Class A
shares. The Trust shall pay the total amount of the redemption price as defined
in the above paragraph pursuant to the instructions of the Distributor and in
accordance with the terms set forth in the Prospectus relating to the Class A
shares being redeemed.
(b) Redemption of Class A shares or payment may be suspended at times when
the New York Stock Exchange is closed, when trading on said Exchange is
suspended, when trading on said Exchange is restricted, when an emergency exists
as a result of which disposal by the Fund of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the Trust fairly
to determine the value of its net assets, or during any other period when the
Securities and Exchange Commission, by order, so permits.
4
Section 5. Duties of the Trust.
-------------------
(a) The Trust shall furnish to the Distributor copies of all information,
financial statements and other documents which the Distributor may reasonably
request for use in connection with the distribution of Class A shares of the
Fund, and this shall include one certified copy, upon request by the
Distributor, of all financial statements prepared for the Trust by independent
public accountants. The Trust shall make available to the Distributor such
number of copies of the Prospectus as the Distributor shall reasonably request.
(b) The Trust shall take, from time to time, all necessary action to
register Class A shares under the Securities Act of 1933, as amended (the
"Securities Act") to the end that there will be available for sale such number
of Class A shares as the Distributor may reasonably be expected to sell.
(c) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of Class A shares for sale under the
securities laws of such states as the Distributor and the Trust may approve.
Any such qualification may be withheld, terminated or withdrawn by the Trust at
any time in its discretion. As provided in Section 8(c) hereof, the expense of
qualification and maintenance of qualification shall be borne by the Trust. The
Distributor shall furnish such information and other material relating to its
affairs and activities as may be required by the Trust in connection with such
qualifications.
(d) The Trust will furnish to the Distributor, in reasonable quantities
upon request by the Distributor, copies of annual and interim reports.
Section 6. Duties of the Distributor.
-------------------------
(a) The Distributor shall devote reasonable time and effort to effect sales
of Class A shares of the Trust, but shall not be obligated to sell any specific
number of Class A shares. The
5
services of the Distributor hereunder are not to be deemed exclusive and nothing
herein contained shall prevent the Distributor from entering into distribution
arrangements with other investment companies so long as the performance of its
obligations hereunder is not impaired thereby.
(b) In selling the Class A shares of the Fund, the Distributor shall use
its best efforts in all respects duly to conform with the requirements of all
federal and state laws and regulations and the regulations of the National
Association of Securities Dealers, Inc. (the "NASD") relating to the sale of
such securities. Neither the Distributor nor any other person is authorized by
the Trust to give any information or to make any representations, other than
those contained in the Prospectus or any sales literature specifically approved
by the Trust.
(c) The Distributor shall adopt and follow procedures, as approved by the
Trust, for the confirmation of sales to investors and selected dealers, the
collection of amounts payable by investors on such sales, and the cancellation
of unsettled transactions, as may be necessary to comply with the requirements
of the NASD, as such requirements may from time to time exist.
Section 7. Selected Dealer Agreements.
--------------------------
(a) The Distributor shall have the right to enter into selected dealer
agreements with securities dealers of its choice ("selected dealers") for the
sale of Class A shares; provided, however, that the form of selected dealers
agreement shall be approved by the Trust. Class A shares sold to selected
dealers shall be for resale by such dealers only in accordance with the
provisions of the Prospectus relating to such Class A shares. The form of
agreement with selected dealers to be used during the continuous offering of the
shares is attached as Exhibit A.
(b) Within the United States, the Distributor shall offer and sell Class A
shares only to such selected dealers as are members in good standing of the
NASD.
6
Section 8. Payment of Expenses.
-------------------
(a) The Trust shall bear all of its costs and expenses, including fees and
disbursements of its counsel and auditors, in connection with the preparation,
setting in type and filing of any required registration statements and/or
prospectuses and statements of additional information under the Investment
Company Act, the Securities Act, and all amendments and supplements thereto, and
the expense of preparing, printing, mailing and otherwise distributing
prospectuses, annual or interim reports and proxy materials to Class A
shareholders.
(b) After the prospectuses and annual and interim reports have been
prepared, set in type and mailed to shareholders, the Distributor shall bear the
costs and expenses of printing and distributing any copies thereof which are
used in connection with the offering of the Class A shares. The Distributor
shall bear the costs and expenses of preparing, printing and distributing any
supplementary sales literature used by the Distributor in connection with the
offering of the Class A shares for sale. Any expenses of advertising incurred
in connection with such offering will also be the obligation of the Distributor.
(c) The Trust shall bear the cost and expenses of qualification of the
Class A shares for sale, and, if necessary or advisable in connection therewith,
of qualifying the Trust as a broker or dealer, in such states of the United
States or other jurisdictions as shall be selected by the Trust and the
Distributor, and the cost and expenses payable to each such state for continuing
qualification therein until the Trust decides to discontinue such qualification.
Section 9. Indemnification.
---------------
(a) The Trust shall indemnify and hold harmless the Distributor and each
person, if any, who controls the Distributor against any loss, liability, claim,
damage or
7
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, claim, damage or expense and reasonable counsel fees incurred
in connection therewith), as incurred, arising by reason of any person acquiring
any Class A shares, which may be based upon the Securities Act, or on any other
statute or at common law, on the ground that the registration statement or
related Prospectus, as from time to time amended and supplemented, or the annual
or interim reports to shareholders, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, unless such
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Trust in connection therewith by or on behalf of
the Distributor; provided, however, that in no case (i) is the indemnity of the
Trust in favor of the Distributor and any such controlling persons to be deemed
to protect such Distributor or any such controlling persons thereof against any
liability to the Trust or its security holders to which the Distributor or any
such controlling persons would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Distributor or any such controlling persons, unless the Distributor or such
controlling persons, as the case may be, shall have notified the Trust in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any designated
agent), but failure to notify the Trust of any such claim shall not relieve it
from any liability which it may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust will be entitled to participate at its own expense in the
defense, or, if it
8
so elects, so assume the defense of any suit brought to enforce any such
liability, but if the Trust elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or such
controlling person or persons, defendant or defendants in the suit. In the event
the Trust elects to assume the defense of any such suit and retain such counsel,
the Distributor or such controlling person or persons, defendant or defendants
in the suit, shall bear the fees and expenses, as incurred, of any additional
counsel retained by them, but, in case the Trust does not elect to assume the
defense of any such suit, it will reimburse the Distributor or such controlling
person or persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Trust shall promptly notify
the Distributor of the commencement of any litigation or proceedings against it
or any of its officers or Trustees in connection with the issuance or sale of
any of the Class A shares.
(b) The Distributor shall indemnify and hold harmless the Trust and each of
its Trustees and officers and each person, if any, who controls the Trust
against any loss, liability, claim, damage, or expense described in the
foregoing indemnity contained in subsection (a) of this Section, but only with
respect to statements or omissions made in reliance upon, and in conformity
with, information furnished to the Trust in writing by or on behalf of the
Distributor for use in connection with the registration statement or related
Prospectus, as from time to time amended, or the annual or interim reports to
shareholders. In case any action shall be brought against the Trust or any
person so indemnified, in respect of which indemnity may be sought against the
Distributor, the Distributor shall have the rights and duties given to the
Trust, and the Trust and each person so indemnified shall have the rights and
duties given to the Distributor by the provisions of subsection (a) of this
Section 9.
9
Section 10. Xxxxxxx Xxxxx Mutual Fund Advisor Program. In connection with
-----------------------------------------
the Xxxxxxx Xxxxx Mutual Fund Advisor Program, the Distributor and its
affiliate, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, are authorized to
offer and sell shares of the Fund, as agent for the Trust, to participants in
such program. The terms of this Agreement shall apply to such sales, including
terms as to the offering price of shares, the proceeds to be paid to the Fund,
the duties of the Distributor, the payment of expenses and indemnification
obligations of the Trust and the Distributor.
Section 11. Duration and Termination of this Agreement. This Agreement
------------------------------------------
shall become effective as of the date first above written and shall remain in
force until _________________ __, 2000 and thereafter, but only so long as such
continuance is specifically approved at least annually by (i) the Trustees of
the Trust, or by the vote of a majority of the outstanding voting securities of
the Fund, and (ii) a majority of those 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.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Fund, or by the Distributor, on sixty days'
written notice to the other party. This Agreement shall automatically terminate
in the event of its assignment.
Section 12. Amendments. This Agreement may be amended by the parties
----------
hereto only if such amendment is specifically approved (i) by the Trustees of
the Trust, or by the vote of a majority of outstanding voting securities of the
Fund, and (ii) by a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party, which vote must be cast in
person at a meeting called for the purpose of voting on such approval.
10
Section 13. Definitions of Certain Terms. The terms "vote of a majority
----------------------------
of the outstanding voting securities," "assignment," "interested person" and
"affiliated person," when used in this Agreement, shall have the respective
meanings specified in the Investment Company Act.
Section 14. Governing Law. This Agreement shall be construed in
-------------
accordance with the laws of the State of New York and the applicable provisions
of the Investment Company Act. To the extent applicable law of the State of New
York, or any of the provisions herein, conflict with the applicable provisions
of the Investment Company Act, the latter shall control.
Section 15. Personal Liability. The Declaration of Trust establishing
------------------
Financial Institutions Series Trust, dated July 10, 1987, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Financial Institutions Series Trust" refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of Financial Institutions
Series Trust, shall be held to any personal liability, nor shall resort be had
to their private property for the satisfaction of any obligation or claim or
otherwise in connection with the affairs of said Financial Institutions Series
Trust, but the Trust Estate only shall be liable.
11
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written in New York, New York.
FINANCIAL INSTITUTIONS SERIES TRUST
By__________________________________
PRINCETON FUNDS DISTRIBUTOR, INC.
BY___________________________________
12
EXHIBIT A
FINANCIAL INSTITUTIONS SERIES TRUST
CLASS A SHARES OF BENEFICIAL INTEREST
SELECTED DEALER AGREEMENT
-------------------------
Gentlemen:
Princeton Funds Distributor, Inc. (the "Distributor") has an agreement with
Financial Institutions Series Trust, a trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), pursuant to which it acts as the
distributor for the sale of Class A shares of beneficial interest, par value
$0.10 per share (herein referred to as the "Class A shares"), of the Summit Cash
Reserves Fund (the "Fund") and as such has the right to distribute Class A
shares of the Fund for resale. The Trust is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and the Class A
shares of the Fund being offered to the public are registered under the
Securities Act of 1933, as amended. You have received a copy of the Class A
Shares Distribution Agreement (the "Distribution Agreement") between ourself and
the Trust and reference is made herein to certain provisions of such
Distribution Agreement. The terms "Prospectus" and "Statement of Additional
Information" as used herein refer to the prospectus and statement of additional
information, respectively, on file with the Securities and Exchange Commission
which is part of the most recent effective registration statement pursuant to
the Securities Act of 1933, as amended. We offer to sell to you, as a member of
the Selected Dealers Group, Class A shares of the Fund upon the following terms
and conditions:
1. In all sales of these Class A shares 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 Trust, for us or for any other member of the Selected
Dealers Group, except in connection with the Xxxxxxx Xxxxx Mutual Fund Advisor
Program and such other special programs as we from time to time agree, in which
case you shall have authority to offer and sell shares, as agent for the Fund,
to participants in such program.
2. Orders received from you will be accepted through us only at the
public offering price applicable to each order, as set forth in the current
Prospectus and Statement of Additional Information of the Trust. The procedure
relating to the handling of orders shall be subject to Section 4 hereof and
instructions which we or the Trust shall forward from time to time to you. All
orders are subject to acceptance or rejection by the Distributor or the Fund in
the sole discretion of either. The minimum initial and subsequent purchase
requirements are as set forth in the current Prospectus and Statement of
Additional Information of the Fund.
A-1
3. You shall not place orders for any of the Class A shares unless you
have already received purchase orders for such Class A shares at the applicable
public offering prices and subject to the terms hereof and of the Distribution
Agreement. You agree that you will not offer or sell any of the Class A shares
except under circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with sales and offers
to sell Class A shares you will furnish to each person to whom any such sale or
offer is made a copy of the Prospectus and, if requested within three business
days of receipt of the request, the Statement of Additional Information (as then
amended or supplemented) and will not furnish to any person any information
relating to the Class A shares of the Fund which is inconsistent in any respect
with the information contained in the Prospectus and Statement of Additional
Information (as then amended or supplemented) or cause any advertisement to be
published in any newspaper or posted in any public place without our consent and
the consent of the Trust.
4. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Fund for Class A shares of the Fund to be resold by us to you
subject to the applicable terms and conditions governing the placement of orders
by us set forth in Section 3 of the Class A shares Distribution Agreement and
(ii) to tender Class A shares directly to the Fund or its agent for redemption
subject to the applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
5. 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. No person is authorized to make any representations concerning Class
A shares of the Fund except those contained in the current Prospectus and
Statement of Additional Information of the Fund and in such printed information
subsequently issued by us or the Fund as information supplemental to such
Prospectus and Statement of Additional Information. In purchasing Class A shares
through us you shall rely solely on the representations contained in the
Prospectus and Statement of Additional Information and supplemental information
above mentioned. Any printed information which we furnish you other than the
Fund's Prospectus, Statement of Additional Information, periodic reports and
proxy solicitation material is our sole responsibility and not the
responsibility of the Trust, and you agree that the Trust shall have no
liability or responsibility to you in these respects unless expressly assumed in
connection therewith.
7. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and, if requested (within three business days of receipt of the request),
the Statement of Additional Information and you agree thereafter to deliver to
such purchasers copies of the annual and interim reports and proxy solicitation
materials of the Fund. You further agree to endeavor to obtain proxies from such
purchasers. Additional copies of the Prospectus and Statement of Additional
Information, annual or interim reports and proxy solicitation materials of the
Fund will be supplied to you in reasonable quantities upon request.
A-2
8. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class A shares entirely or to certain persons
or entities in a class or classes specified by us. Each party hereto has the
right to cancel this Agreement upon notice to the other party.
9. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. 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
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act of 1933, as amended, or of the rules and regulations of the
Securities and Exchange Commission issued thereunder.
10. You represent that you are a member of the National Association of
Securities Dealers, Inc. and, with respect to any sales in the United States, we
both hereby agree to abide by the Conduct Rules of such Association.
11. Upon application to us, we will inform you as to the states in which
we believe the Class A 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 right to sell Class A shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class A shares, if necessary.
12. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
13. Your first order placed pursuant to this Agreement for the purchase
of Class A shares of the Fund will represent your acceptance of this Agreement.
14. You acknowledge that the Trust is participating in an exchange
program (the "Exchange Program"), pursuant to and subject to the terms and
conditions of an order of exemption granted by the Securities and Exchange
Commission (Release No. IC-22933, December 10, 1997) (the "Order"). As part of
the Exchange Program, your customers may exchange shares of one or more
"Participating Funds" for shares of the Fund, subject to the terms and
conditions of the Order. "Participating Funds" are non-money market open-end
management investment companies (or portfolios thereof) that have agreed to
participate in the Exchange Program. Each Participating Fund has an investment
adviser and principal underwriter that are not affiliated with the Trust or the
Distributor. You hereby acknowledge and agree that you shall be responsible for
tracking the payment of sales loads, administrative fees and redemption fees by
shareholders of Participating Funds and the Fund, and otherwise will conduct the
Exchange Program in accordance with the terms of the Order.
A-3
PRINCETON FUNDS DISTRIBUTOR, INC.
By _________________________________
(Authorized Signature)
Please return one signed copy
of this Agreement to:
PRINCETON FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:
--------------------------------------
By:
---------------------------------------------
Address:
-----------------------------------------
-------------------------------------------------
Date:
-------------------------------------------
A-4
