XXXXXX FUNDS TRUST
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between XXXXXX FUNDS
TRUST, a Massachusetts business trust (the "Fund"), and XXXXXX RETAIL
MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited partnership
("Putnam").
WHEREAS, the Trust and Putnam are desirous of entering into this agreement
to provide for the distribution by Xxxxxx of shares of the various
portfolio series of the Trust (each a "Fund");
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Trust hereby
appoints Xxxxxx as a distributor of shares of the Trust, and Xxxxxx hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and 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 or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the relevant Fund.
IN WITNESS WHEREOF, XXXXXX FUNDS TRUST and XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP have each caused this Distributor's Contract to be
signed in its behalf, all as of the day and year first above written.
XXXXXX FUNDS TRUST
/s/ Xxxxxxx X. Xxxxxx
By: ________________________________
Xxxxxxx X. Xxxxxx
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ Xxxxxxx X. Xxxxxxxx
By: ________________________________
Xxxxxxx X. Xxxxxxxx
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Trust reserves the right to
refuse at any time or times to sell hereunder any shares of beneficial
interest ("shares") of a Fund for any reason deemed adequate by it.
2. Payments to Xxxxxx. In connection with the distribution of shares of a
Fund, Xxxxxx will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the
Trust and Xxxxxx with respect to such Fund or any particular class of
shares of such Fund, (b) any contingent deferred sales charges applicable
to the redemption of shares of such Fund or of any particular class of
shares of such Fund, determined in the manner set forth in the then
current Prospectus and Statement of Additional Information of such Fund
and (c) subject to the provisions of Section3 below, any front-end sales
charges applicable to the sale of shares of such Fund or of any particular
class of shares of such Fund, less any applicable dealer discount.
3. Sales of Shares to Xxxxxx and Sales by Xxxxxx. Xxxxxx will have the
right, as principal, to sell shares of a Fund to investment dealers
against orders therefor (a) at the public offering price (calculated as
described below) less a discount determined by Xxxxxx, which discount
shall not exceed the amount of the sales charge referred to below, or (b)
at net asset value. Upon receipt of an order to purchase shares from an
investment dealer with whom Xxxxxx has a Sales Contract, Xxxxxx will
promptly purchase shares from the relevant Fund to fill such order. The
public offering price of a class of shares of a Fund shall be the net
asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current
Prospectus and Statement of Additional Information of the Fund or as
permitted by the Investment Company Act of 1940, as amended, and the Rules
and Regulations of the Securities and Exchange Commission promulgated
thereunder. In no event shall the public offering price exceed
1000/915ths of such net asset value, and in no event shall any applicable
sales charge exceed 8 1/2% of the public offering price. The net asset
value of the shares shall be determined in the manner provided in the
Agreement and Declaration of Trust of the Trust as then amended and when
determined shall be applicable to transactions as provided for in the then
current Prospectus and Statement of Additional Information of the relevant
Fund.
Xxxxxx will also have the right, as principal, to purchase shares from a
Fund at their net asset value and to sell such shares to the public
against orders therefor at the public offering price or at net asset
value.
Xxxxxx will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Trust, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
Xxxxxx will also have the right, as agent for the Trust, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Trust may from time to time
determine.
On every sale the Trust shall receive the applicable net asset value of
the shares. Xxxxxx will reimburse the Trust for any increased issue tax
paid on account of sales charges. Upon receipt of registration
instructions in proper form and payment for shares, Xxxxxx will transmit
such instructions to the Trust or its agent for registration of the shares
purchased.
4. Sales of Shares by the Trust. The Trust reserves the right to issue
shares at any time directly to its shareholders as a stock dividend or
stock split and to sell shares to its shareholders or to other persons
approved by Xxxxxx at not less than net asset value.
5. Repurchase of Shares. Xxxxxx will act as agent for the Trust in
connection with the repurchase of shares by the Trust upon the terms and
conditions set forth in the then current Prospectus and Statement of
Additional Information of the relevant Fund.
6. Basis of Purchases and Sales of Shares. Xxxxxx will use its best
efforts to place shares sold by it on an investment basis. Xxxxxx does
not agree to sell any specific number of shares. Shares will be sold by
Xxxxxx only against orders therefor. Xxxxxx will not purchase shares from
anyone other than the Trust or a Fund except in accordance with Section 5,
and will not take "long" or "short" positions in shares contrary to the
Agreement and Declaration of Trust of the Trust.
7. Rules of NASD, etc. Xxxxxx will conform to the Rules of Fair Practice
of the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or
indirectly, any shares. Xxxxxx also agrees to furnish to the Trust
sufficient copies of any agreements or plans it intends to use in
connection with any sales of shares in adequate time for the Trust to file
and clear them with the proper authorities before they are put in use, and
not to use them until so filed and cleared.
8. Xxxxxx Independent Contractor. Xxxxxx shall be an independent
contractor and neither Xxxxxx nor any of its officers or employees as such
is or shall be an employee of the Trust. Xxxxxx is responsible for its
own conduct and the employment, control and conduct of its agents and
employees and for injury to such agents or employees or to others through
its agents or employees. Xxxxxx assumes full responsibility for its
agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
Xxxxxx will maintain at its own expense insurance against public liability
in such an amount as the Trustees of the Trust may from time to time
reasonably request.
9. Expenses. Xxxxxx will pay all expenses of qualifying shares for sale
under the so-called "Blue Sky" laws of any state (except expenses of any
action by the Trust relating to its Agreement and Declaration of Trust or
other matters approved by the Trustees), and expenses of preparing,
printing and distributing advertising and sales literature. Xxxxxx shall
not be responsible for any expenses of registering shares under the
Securities Act of 1933, as amended, or the preparation, printing and
distribution of Prospectuses, Statements of Additional Information and
shareholders reports , except that Xxxxxx will pay the cost of the
printing and distributing any Prospectuses, Statements of Additional
Information and shareholders' reports used by it and by others in the
offer or sale of shares to persons who, at the time of such offer or sale
were not already shareholders of the relevant Fund, to the extent such
cost is not paid by others.
10. Indemnification of Trust. Xxxxxx agrees to indemnify and hold
harmless the Trust and each person who has been, is, or may hereafter be a
Trustee 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, or out of any alleged misrepresentation or omission to
state a material fact, on the part of Xxxxxx or any agent or employee of
Xxxxxx or any other person for whose acts Xxxxxx is responsible or is
alleged to be responsible unless such misrepresentation or omission was
made in reliance upon written information furnished by the Trust. Xxxxxx
also agrees likewise to indemnify and hold harmless the Trust and each
such person in connection with any claim or in connection with any action,
suit or proceeding which arises out of or is alleged to arise out of
Xxxxxx'x (or an affiliate of Xxxxxx'x) failure to exercise reasonable care
and diligence with respect to its services rendered in connection with
investment, reinvestment, automatic withdrawal and other plans for shares.
The term "expenses" includes amounts paid in satisfaction of judgments or
in settlements which are made with Xxxxxx'x consent. The foregoing rights
of indemnification shall be in addition to any other rights to which the
Trust or a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment. This Contract may be amended
only if such amendment be approved either by action of the Trustees of the
Trust or at a meeting of the shareholders of the relevant Fund by the
affirmative vote of a majority of the outstanding shares of such Fund, and
by a majority of the Trustees of the Trust who are not interested persons
of the Trust or of Xxxxxx by vote cast in person at a meeting called for
the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract
shall take effect upon the date first above written and shall remain in
full force and effect continuously (unless terminated automatically as set
forth in Section 11) until terminated with respect to a particular Fund as
follows:
(a) Either by the Trust or Xxxxxx by not more than sixty (60) days' nor
less than ten (10) days' written notice delivered or mailed by registered
mail, postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Trust or the shareholders of the
relevant Fund by the affirmative vote of a majority of the outstanding
shares of such Fund, and by a majority of the Trustees of the Trust who
are not interested persons of the Trust or of Xxxxxx by vote cast in
person at a meeting called for the purpose of voting on such approval,
then this Contract shall automatically terminate at the close of business
on the second anniversary of its execution, or upon the expiration of one
year from the effective date of the last such continuance, whichever is
later.
Action by the Trust under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the relevant Fund. The requirement under (b) above that
continuance of this Contract be "specifically approved at least annually"
shall be construed in a manner consistent with the Investment Company Act
of 1940, as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the
"affirmative vote of a majority of the outstanding shares of a Fund" means
the affirmative vote, at a duly called and held meeting of shareholders of
such Fund, (a) of the holders of 67% or more of the shares of such Fund
present (in person or by proxy) and entitled to vote at such meeting, if
the holders of more than 50% of the outstanding shares of such Fund
entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of such Fund
entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act.
