Exhibit 6(b)
DEALER CONTRACT
CFBDS, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
[Name of Broker-Dealer]
-----------------------
-----------------------
-----------------------
Ladies and Gentlemen:
We, CFBDS, Inc. ("CFBDS"), have agreements with certain
investment companies for which Salomon Brothers Asset Management Inc serves as
investment adviser (each a "Fund") pursuant to which we act as the 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 Series, we offer to sell to you, as a broker or dealer,
shares of each Fund upon the following terms and conditions:
1. In all sales to the public you shall act as broker dealer 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 Funds, for us or for any other
dealer.
2. 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. Any contingent deferred sales charge amounts received
or retained by you shall be paid over by you directly to Tower Square Securities
Inc. or its designated affiliate ("TSS") in partial consideration of its payment
to you of commission amounts at the time of sale. 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.
3. 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.
4. 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.
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. 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. (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.
(b) 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.
2
(c) TSS will pay or cause to be paid to you any ongoing trail
commission and/or shareholder service fees with respect to shares of the Series
purchased through you and held by or for your customers at such rates and in
such manner as may be described in the Prospectus.
(d) 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.
8. 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.
9. 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 Funds 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 Funds will be supplied to
you in reasonable quantities upon request.
10. (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.
3
(b) 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) 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) 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.
11. 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.
12. 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. 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.
4
14. 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.
15. 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. 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.
18. This Agreement shall be binding upon both parties hereto when signed
by us and accepted by you in the space provided below, and your obligations to
TSS under the second sentence of paragraph 2 hereof shall be binding on you
directly to TSS when such provisions are accepted by it in the space provided
below; provided, however, that you shall not have any obligations hereunder
other than in respect of the duties and agreements expressly undertaken and made
by you herein.
19. 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)
5
Please return one signed copy of this Contract to:
CFBDS, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Accepted:
Firm Name:
By:
Address:
Accepted By (signature):
Name (print): Title:
Date:
Accepted:
Tower Square Securities Inc.
New York, New York
By:_______________________
Title:
Date:_____________________
6
