EXHIBIT 99.6(b)
CLASS B SHARES
AMENDED DISTRIBUTION AGREEMENT
AGREEMENT made as of the day of 1992,
between XXXXXXX XXXXX MUNICIPAL BOND FUND, INC., a Maryland
corporation (the "Fund"), and XXXXXXX XXXXX FUNDS DISTRIBUTOR,
INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended to date (the "Investment Company
Act") , as an open-end investment company and it is affirmatively in
the interest of the Fund to offer its shares for sale continuously;
and
WHEREAS, the Fund is comprised of three separate
portfolios, namely, the Insured Portfolio, the High Yield Portfolio
and the Limited Maturity Portfolio (the "Portfolios"), each of
which pursues its own investment objective through separate
investment policies; and
WHEREAS, the Distributor is a securities firm engaged in
the business of selling shares of investment companies either
directly to purchasers or through other securities dealers; and
WHEREAS, the Fund and the Distributor wish to enter into
an agreement with each other with respect to the continuous
offering of shares of the Class B Insured Portfolio Series Common
Stock, the Class B High Yield Portfolio Series Common Stock and the
Class B Limited Maturity Portfolio Series Common Stock of the Fund
(collectively, the "Class B shares") in order to promote the growth
of the Fund and facilitate the distribution of its Class B shares.
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Fund
hereby appoints the Distributor as the principal underwriter and
distributor of the Fund to sell Class B shares to the public and
hereby agrees during the term of this Agreement to sell Class B
shares of the Fund to the Distributor upon the terms and conditions
herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor
shall be the exclusive representative of the Fund to act as
principal underwriter and distributor of its Class B shares, except
that:
(a) The Fund may, upon written notice to the
Distributor, from time to time designate other principal
underwriters and distributors of its Class B 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 B 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 B shares from the Fund shall not
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apply to shares of the Fund issued in connection with the merger or
consolidation of any other investment company or personal holding
company with the Fund or the acquisition by purchase or otherwise
of all (or substantially all) the assets or the outstanding shares
of any such company by the Fund.
(c) Such exclusive rights also shall not apply
to Class B shares issued by the Fund pursuant to reinvestment of
dividends or capital gains distributions.
(d) Such exclusive rights also shall not apply
to Class B shares issued by the Fund pursuant to any reinstatement
privilege afforded redeeming shareholders.
Section 3. Purchase of Shares from the Fund.
(a) The Fund will commence an offering of its
Class B shares and thereafter the Distributor shall have the right
to buy from the Fund the Class B shares needed, but not more than
the Class B shares needed (except for clerical errors in
transmission) to fill unconditional orders for Class B shares of
the Fund placed with the Distributor by investors or securities
dealers. The price which the Distributor shall pay for the Class
B shares so purchased from the Fund shall be the net asset value,
determined as set forth in Section 3(c) hereof.
(b) The Class B 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.
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(c) The net asset value of Class B shares of the
Fund shall be determined by the Fund or any agent of the Fund in
accordance with the method set forth in the prospectus and
statement of additional information of the Fund and guidelines
established by the Board of Directors.
(d) The Fund shall have the right to suspend the
sale of its Class B shares at times when redemption is suspended
pursuant to the conditions set forth in Section 4(b) hereof. The
Fund shall also have the right to suspend the sale of its Class B
shares 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 Fund, makes it
impracticable or inadvisable to sell the Class B shares.
(e) The Fund, or any agent of the Fund
designated in writing by the Fund, shall be promptly advised of all
purchase orders for Class B shares received by the Distributor.
Any order may be rejected by the Fund; provided, however, that the
Fund will not arbitrarily or without reasonable cause refuse to
accept or confirm orders for the purchase of Class B shares. The
Fund (or its agent) will confirm orders upon their receipt, will
make appropriate book entries and, upon receipt by the Fund (or its
agent) of payment therefor, will deliver deposit receipts or
certificates for such Class B shares pursuant to the instructions
of the Distributor. Payment shall be made to the Fund in New York
Clearing House funds. The Distributor agrees to cause such payment
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and such instructions to be delivered promptly to the Fund (or its
agent).
Section 4. Repurchase or Redemption of
Shares by the Fund.
(a) Any of the outstanding Class B shares may be
tendered for redemption at any time, and the Fund agrees to
repurchase or redeem the Class B shares so tendered in accordance
with its obligations as set forth in Article VII of its Articles of
Incorporation, as amended from time to time, and in accordance with
the applicable provisions set forth in the prospectus and statement
of additional information of the Fund. The price to be paid to
redeem or repurchase the Class B shares shall be equal to the net
asset value calculated in accordance with the provisions of Section
3(c) hereof, less the redemption fee or other charge, if any, set
forth in the prospectus and statement of additional information of
the Fund. All payments by the Fund hereunder shall be made in the
manner set forth below.
The Fund shall pay the total amount of the
redemption price as defined in the above paragraph pursuant to the
instructions of the Distributor on or before the seventh business
day subsequent to its having received the notice of redemption in
proper form. The proceeds of any redemption of Class B shares shall
be paid by the Fund as follows: (i) any applicable contingent
deferred sales charge shall be paid to the Distributor and (ii) the
balance shall be paid to or for the account of the shareholder, in
each case in accordance with the applicable provisions of the
prospectus and statement of additional information.
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(b) Redemption of Class B shares or payment may
be suspended at times when the New York Stock Exchange is closed,
when trading on that Exchange is closed, when trading on that
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
Fund fairly to determine the value of its net assets, or during any
other period when the Securities and Exchange Commission, by order,
so permits.
Section 5. Duties of the Fund.
(a) The Fund shall furnish to the Distributor
copies of all information, financial statements and other papers
which the Distributor may reasonably request for use in connection
with the distribution of Class B shares of the Fund, and this shall
include, upon request by the Distributor, one certified copy of all
financial statements prepared for the Fund by independent public
accountants. The Fund shall make available to the Distributor such
number of copies of its prospectus and statement of additional
information as the Distributor shall reasonably request.
(b) The Fund shall take, from time to time, but
subject to the necessary approval of the shareholders, all
necessary action to fix the number of authorized Class B shares and
such steps as may be necessary to register the same 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 B
shares as the Distributor reasonably may be expected to sell.
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(c) The Fund shall use its best efforts to
qualify and maintain the qualification of an appropriate number of
its Class B shares for sale under the securities laws of such
states as the Distributor and the Fund may approve. Any such
qualification may be withheld, terminated or withdrawn by the Fund
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 Fund. The Distributor shall furnish such
information and other material relating to its affairs and
activities as may be required by the Fund in connection with such
qualification.
(d) The Fund will furnish, in reasonable
quantities upon request by the Distributor, copies of annual and
interim reports of the Fund.
Section 6. Duties of the Distributor.
(a) The Distributor shall devote reasonable time
and effort to effect sales of Class B shares of the Fund, but shall
not be obligated to sell any specific number of Class B shares.
The services of the Distributor to the Fund hereunder are not to be
deemed exclusive and nothing herein contained shall prevent the
Distributor from entering into like arrangements with other
investment companies so long as the performance of its obligations
hereunder is not impaired thereby.
(b) In selling the Class B 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
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relating to the sale of such securities. Neither the Distributor
nor any selected dealer nor any other person is authorized by the
Fund to give any information or to make any representations, other
than those contained in the registration statement or related
prospectus and statement of additional information and any sales
literature specifically approved by the Fund.
(c) The Distributor shall adopt and follow
procedures, as approved by the officers of the Fund, for the
confirmation of sales to investors and selected dealers, the
collection of amounts payable by investors and selected dealers on
such sales, and the cancellation of unsettled transactions, as may
be necessary to comply with the requirements of the National
Association of Securities Dealers, Inc. (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 B shares;
provided that the Fund shall approve the forms of agreements with
dealers. Class B shares sold to selected dealers shall be for
resale by such dealers only at net asset value determined as set
forth in Section 3(c) hereof. The initial form of agreement with
selected dealers to be used in the offering of the Class B shares
is attached hereto as Exhibit A.
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(b) Within the United States, the Distributor
shall offer and sell Class B shares only to such selected dealers
as are members in good standing of the NASD.
Section 8. Payment of Expenses.
(a) The Fund shall bear all costs and expenses
of the Fund, including fees and disbursements of its counsel and
auditors, in connection with the preparation 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
preparing and mailing annual and interim reports and proxy
materials to shareholders (including but not limited to the expense
of setting in type any such registration statements, prospectuses,
statements of additional information, annual or interim reports or
proxy materials).
(b) The Distributor shall be responsible for any
payments made to selected dealers as reimbursement for their
expenses associated with payments of sales commissions to financial
consultants. In addition, after the prospectuses, statements of
additional information and annual and interim reports have been
prepared and set in type, the Distributor shall bear the costs and
expenses of printing and distributing any copies thereof which are
to be used in connection with the offering of Class B shares to
selected dealers or investors pursuant to this Agreement. The
Distributor shall bear the costs and expenses of preparing,
printing and distributing any other literature used by the
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Distributor or furnished by it for use by selected dealers in
connection with the offering of the Class B shares for sale to the
public and any expenses of advertising incurred by the Distributor
in connection with such offering. It is understood and agreed
that, so long as the Fund's Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act remains in effect, any
expenses incurred by the Distributor hereunder may be paid from
amounts recovered by it from the Fund under such Plan.
(c) Each Portfolio shall bear the cost and
expenses of qualifying its Class B shares for sale pursuant to this
Agreement, and, if necessary or advisable in connection therewith,
of qualifying the Fund as a broker or dealer, in such states of the
United States or other jurisdictions as shall be selected by the
Fund and the Distributor pursuant to Section 5(c) hereof and the
cost and expenses payable to each such state for continuing
qualification therein until the Fund decides to discontinue such
qualification pursuant to Section 5(c) hereof.
Section 9. Indemnification.
(a) The Fund shall indemnify and hold harmless
the Distributor and each person, if any, who controls the
Distributor against any loss, liability, claim, damage or 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) arising by reason of
any person acquiring any Class B shares, which may be based upon
the Securities Act, or on any other statute or at common law, on
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the ground that the registration statement or related prospectus
and statement of additional information, as from time to time
amended and supplemented, or an annual or interim report to
shareholders of the Fund, 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
Fund in connection therewith by or on behalf of the Distributor;
provided, however, that in no case (i) is the indemnity of the Fund
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 Fund 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 their duties or by reason of
the reckless disregard of their obligations and duties under this
Agreement; or (ii) is the Fund 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 Fund 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
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Fund 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 Fund will be entitled to participate at its
own expense in the defense, or, if it so elects, to assume the
defense of any suit brought to enforce any such liability, but if
the Fund 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 Fund 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 of any additional
counsel retained by them, but, in case the Fund 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 Fund shall promptly notify the
Distributor of the commencement of any litigation or proceedings
against it or any of its officers or Directors in connection with
the issuance or sale of any of the Class B shares.
(b) The Distributor shall indemnify and hold
harmless the Fund and each of its Directors and officers and each
person, if any, who controls the Fund 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
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with, information furnished to the Fund in writing by or on behalf
of the Distributor for use in connection with the registration
statement or related prospectus and statement of additional
information, as from time to time amended, or the annual or interim
reports to shareholders. In case any action shall be brought
against the Fund 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 Fund, and the Fund
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.
Section 10. Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above
written and shall remain in force until , 1993 and
thereafter, but only so long as such continuance is specifically
approved at least annually by (i) the Directors, or by the vote of
a majority of the outstanding Class B voting securities of the
Fund, and (ii) by the vote of a majority of those Directors 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 Directors or by vote of a
majority of the outstanding Class B voting securities of the Fund,
or by the Distributor, on sixty days, written notice to the other
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party. This Agreement shall automatically terminate in the event
of its assignment.
The terms "vote of a majority of the outstanding voting
securities," "assignment," "affiliated person" and "interested
person," when used in this Agreement, shall have the respective
meanings specified in the Investment Company Act.
Section 11. Amendments of this Agreement. This
Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Directors, or by the vote of a
majority of outstanding Class B voting securities of the Fund, and
(ii) by the vote of a majority of those Directors of the Fund 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.
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Section 12. Governing Law. The provisions of this
Agreement shall be construed and interpreted in accordance with the
laws of the State of New York as at the time in effect and the
applicable provisions of the Investment Company Act. To the extent
that the 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.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
XXXXXXX XXXXX MUNICIPAL BOND FUND, INC.
By
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XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By
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EXHIBIT A
XXXXXXX XXXXX MUNICIPAL BOND FUND, INC.
CLASS B SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc. (the
"Distributor") has an agreement with Xxxxxxx Xxxxx Municipal Bond
Fund, Inc., a Maryland corporation (the "Fund") , pursuant to which
it acts as the distributor for the sale of shares of Class B
Insured Portfolio Series Common Stock, Class B Limited Maturity
Portfolio Series Common Stock and Class B High Yield Portfolio
Series Common Stock, par value $0.10 per share, of the Fund
(collectively, the "Class B shares") , and as such has the right to
distribute Class B shares of the Fund for resale. The Fund is an
open-end investment company registered under the Investment Company
Act of 1940, as amended, and its Class B shares being offered to
the public are registered under the Securities Act of 1933, as
amended. You have received a copy of the Distribution Agreement
between ourself and the Fund 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. As
principal, we offer to sell to you, as a member of the Selected
Dealers Group, Class B shares of the Fund upon the following terms
and conditions:
1. In all sales of these Class B 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
Fund, for us or for any other member of the Selected Dealers Group.
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 Fund. The procedure relating to the handling of
orders shall be subject to Section 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 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.
3. You shall not place orders for any of the Class B
shares unless you have already received purchase orders for such
Class B shares at the applicable public offering prices and subject
to the terms hereof and of the Distribution Agreement. You agree
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that you will not offer or sell any of the Class B 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 B shares you will furnish to
each person to whom any such sale or offer is made a copy of the
Prospectus and, if requested, the Statement of Additional
Information (as then amended or supplemented) and will not furnish
to any person any information relating to the Class B 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 Fund.
4. As a selected dealer, you are hereby authorized
(i) to place orders directly with the Fund for Class B 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 Distribution Agreement, and (ii) to tender Class
B 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 B 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 B 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 Fund, and you
agree that the Fund 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
and, if requested, the Statement of Additional Information at or
prior to the time of offering or sale 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
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or interim reports and proxy solicitation materials of the Fund
will be supplied to you in reasonable quantities upon request.
8. We reserve the right in our discretion, without
notice, to suspend sales or withdraw the offering of Class B shares
entirely. 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 Association's Rules of Fair Practice.
11. Upon application to us, we will inform you as to
the states in which we believe the Class B 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 B
shares in any jurisdiction. We will file with the Department of
State in New York a Further State Notice with respect to the Class
B shares, if necessary.
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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 B shares of the Fund will represent your
acceptance of this Agreement.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By
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(Authorized Signature)
Please return one signed copy
of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name:
----------------------------
By:
-----------------------------------
Address:
------------------------------
Date:
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