1
EXHIBIT 99.B6(b).
ADMINISTRATION SERVICES AND SELLING GROUP AGREEMENT
AGREEMENT made this ____ day of _________________ between
XXXXXX DISTRIBUTORS, INC. ("KDI"), as administrator, distributor
and principal underwriter for the "Fund" specified in the
Agreement (see attached exhibit), pursuant to the Administration,
Shareholder Services and Distribution Agreement ("Administration
Agreement") and __________________ ________________________ (the
"Firm").
In consideration of the mutual covenants hereinafter
contained, the parties agree as follows:
1. KDI hereby appoints the Firm to provide administration,
distribution and other services with respect to shares of the
Fund but only in those states in which shares of the Fund may
legally be sold. The Firm shall provide a cash management
service for its clients through the Fund. The Firm shall provide
such office space and equipment, telephone facilities, personnel,
literature distribution, advertising and promotion as is
necessary or beneficial for providing information and services to
existing and potential shareholders of the Fund, and to assist
the Fund's shareholder services agent in servicing accounts of
the Firm's clients who own Fund shares ("clients"). Such
services and assistance may include, but are not limited to,
establishment and maintenance of shareholder accounts and
records, processing purchase and redemption transactions,
automatic investment in Fund shares of client account cash
balances, answering routine client inquiries regarding the Fund,
assistance to clients in changing dividend options, account
designations and addresses, and such other services as KDI may
reasonably request.
The Firm shall provide such security as is necessary to
prevent unauthorized use of any on-line computer facilities. The
Firm agrees to release, indemnify and hold harmless the Fund and
KDI, and their respective agents and representatives, from any
and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions of or by the Firm, its
officers, employees or agents regarding the purchase, redemption,
transfer or registration of Fund shares for accounts of the Firm,
its clients and other shareholders. Principals of the Firm will
be available to consult from time to time with KDI concerning the
administration of, and the performance of the services
contemplated by, this Agreement.
The Firm accepts such appointment and agrees during such
period to render such services and to assume the obligations
herein set forth for the compensation herein provided. The Firm
2
shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent
the Fund or KDI in any way or otherwise be deemed an agent of the
Fund or KDI.
2. As exclusive agent of the Fund, KDI offers to sell
shares of the Fund ("shares") to the Firm on the terms herein set
forth. In all sales of shares to the public, the Firm shall act
as dealer for its own account, and in no transaction shall it
have any authority to act as agent for the issuer, for KDI or for
any representative or agent of either the Fund or KDI.
3. Orders received from the Firm will be accepted by KDI
only at the public offering price applicable to each order as
established by the then current Prospectus of the Fund. All
orders are subject to acceptance or rejection by KDI in its sole
discretion.
4. The Firm may offer and sell shares to its customers
only at the public offering price which is the net asset value
per share as described in the Fund's Prospectus.
5. By accepting this Agreement, the Firm agrees:
(a) To purchase shares only from KDI or from the
Firm's customers.
(b) That the Firm will purchase shares from KDI only
to cover purchase orders already received from the
Firm's customers, or for its own bona fide
investment.
(c) That the Firm will not purchase shares from its
customers at a price lower than the price then
quoted by or for the Fund. The Firm may sell
shares for the account of its customer to the
Fund, or to KDI as agent for the Fund, at the
price currently quoted by or for the Fund.
(d) That the Firm will not withhold placing with KDI
orders received from its customers so as to profit
itself as a result of such withholding.
6. KDI will not accept from the Firm any conditional
orders for shares.
7. Shares sold to the Firm hereunder shall be available
against payment in the manner described in the Fund's Prospectus
unless other instructions have been given.
8. No person is authorized to make any representations
concerning shares of the Fund except those contained in the
current Prospectus of the Fund and in printed information
2
3
subsequently issued by the Fund or by KDI as information
supplemental to such Prospectus.
9. All sales will be made subject to receipt by KDI of
shares from the Fund. KDI reserves the right, in its discretion,
without notice, to suspend sales or withdraw the offering of
shares entirely, or to modify, cancel or change the terms of this
Agreement.
10. The Firm's acceptance of this Agreement constitutes a
representation (i) that it is a registered security dealer and a
member in good standing of the National Association of Securities
Dealers, Inc. ("NASD") and that it agrees to comply with all
applicable state and federal laws, rules and regulations
applicable to transactions hereunder and to the Rules of Fair
Practice of the NASD, including specifically Section 26, Article
III thereof, or (ii) if it is offering and selling shares of the
Fund only in jurisdictions outside of the several states,
territories and possessions of the United States and is not
otherwise required to be a member of the NASD, that it
nevertheless agrees to conduct its business in accordance with
the spirit of the Rules of Fair Practice of the NASD, and to
observe the laws and regulations of the applicable jurisdiction.
The Firm likewise agrees that it will not offer or sell shares of
the Fund in any state or other jurisdiction in which they may not
lawfully be offered for sale.
11. For the services and facilities described in this
Agreement, KDI will pay a fee to the Firm after the end of each
month at the annual rate applicable to the average aggregate
daily net asset value of the Fund shares in the accounts for
which the Firm provides services in accordance with the attached
schedule.
12. The Firm shall prepare such quarterly reports for KDI
as shall reasonably be requested by KDI.
13. This Agreement shall become effective on the date
hereof and shall continue in effect until terminated. This
Agreement shall automatically terminate in the event of its
assignment and upon any termination of the Administration
Agreement. It may be terminated at any time by the Firm or by
KDI on thirty (30) days written notice.
14. The Firm acknowledges that KDI may enter into similar
agreements with others without the consent of the Firm.
15. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be affected thereby.
3
4
16. All communications to KDI should be sent to 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. Any notice to the Firm
shall be duly given if mailed or telegraphed to the address
specified below. This Agreement shall be construed in accordance
with the laws of Illinois.
The Firm Xxxxxx Distributors, Inc.
By: _________________________ By:_____________________________
Title: _____________________ Title:__________________________
Firm's Address: _____________________________
_____________________________
4
5
Exhibit #__ of __
FUND: Tax-Exempt California Money Market Fund
----- ---------------------------------------
FEE SCHEDULE
Applicable Fee
Average Daily Net Assets Rate (Annualized)
------------------------ -----------------
Less than $10 million.......................... .15 of 1%
$10 million but less than $50 million ......... .27 of 1%
$50 million but less than $100 million ........ .30 of 1%
$100 million or more .......................... .33 of 1%
In computing the Firm's fee, one-twelfth of the applicable fee
rate set forth above shall be applied to the average aggregate
daily net asset value of Fund shares in accounts for which the
Firm provides services for the month in question. Each month's
fee shall be determined independently of every other month's fee.
For purposes of determining which fee rate is applicable under
the schedule, average daily net assets will be the aggregate of
such assets maintained and served by the Firm for the Fund.
Administrator may in its discretion limit the applicable fee rate
under the above schedule to a maximum of .33 of 1%. For the
month in which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the
number of days that the Agreement is in effect during the month.
