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EXHIBIT-99.B6
ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
AGREEMENT made this 31st day of December, 1997, by and between
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND, a Massachusetts business
trust (the "Fund"), and XXXXXX DISTRIBUTORS, INC., a Delaware
corporation ("KDI").
In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to act as administrator,
distributor and principal underwriter for the distribution of
shares of beneficial interest (hereinafter called "shares") of
the Fund in jurisdictions wherein shares of the Fund may legally
be offered for sale; provided, however, that the Fund in its
absolute discretion may (a) issue or sell shares directly to
holders of shares of the Fund upon such terms and conditions and
for such consideration, if any, as it may determine, whether in
connection with the distribution of subscription or purchase
rights, the payment or reinvestment of dividends or
distributions, or otherwise; or (b) issue or sell shares at net
asset value to the shareholders of any other investment company,
for which KDI shall act as exclusive distributor, who wish to
exchange all or a portion of their investment in shares of such
other investment company for shares of the Fund.
KDI shall appoint various broker-dealers and other financial
services firms ("Firms") to provide a cash management service for
their clients through the Fund. The Firms 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
potential and existing shareholders of the Fund and to assist the
Fund's shareholder service 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 the Fund or KDI may reasonably
request. KDI may also provide some of the above services for the
Fund directly.
KDI accepts such appointment and agrees during the term hereof to
render such services and to assume the obligations herein set
forth for the compensation herein provided. KDI shall for all
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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 in any way or otherwise be deemed an agent of the Fund. It
is understood and agreed that KDI, by separate agreement with the
Fund, may also serve the Fund in other capacities. The services
of KDI to the Fund under this Agreement are not to be deemed
exclusive, and KDI shall be free to render similar services or
other services to others.
In carrying out its duties and responsibilities hereunder, KDI
will, pursuant to separate administration services and selling
group agreements ("services agreements"), appoint various Firms
to provide administrative, distribution and other services
contemplated hereunder directly to or for the benefit of existing
and potential shareholders who may be clients of such Firms. Such
Firms shall at all times be deemed to be independent contractors
retained by KDI and not the Fund. KDI and not the Fund will be
responsible for the payment of compensation to such Firms for
such services.
KDI will use its best efforts with reasonable promptness to sell
such part of the authorized shares of the Fund remaining unissued
as from time to time shall be effectively registered under the
Securities Act of 1933 ("Securities Act"), at prices determined
as hereinafter provided and on terms hereinafter set forth, all
subject to applicable Federal and state laws and regulations and
to the Agreement and Declaration of Trust of the Fund. The price
the Fund shall receive for all shares purchased from the Fund
shall be the net asset value used in determining the public
offering price applicable to the sale of such shares.
2. KDI shall sell shares of the Fund to or through qualified
Firms in such manner, not inconsistent with the provisions hereof
and the then effective registration statement of the Fund under
the Securities Act (and related prospectus), as KDI may determine
from time to time, provided that no Firm or other person shall be
appointed or authorized to act as agent of the Fund without the
prior consent of the Fund. In addition to sales made by it as
agent of the Fund, KDI may, in its discretion, also sell shares
of the Fund as principal to persons with whom it does not have
services agreements.
Shares of the Fund offered for sale or sold by KDI shall be so
offered or sold at a price per share determined in accordance
with the then current prospectus relating to the sale of such
shares except as departure from such prices shall be permitted by
the rules and regulations of the Securities and Exchange
Commission; provided, however, that any public offering price for
shares of the Fund shall be the net asset value per share. The
net asset value per share of the Fund shall be determined in the
manner and at the times set forth in the then current prospectus
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of the Fund relating to such shares.
KDI will require each Firm to conform to the provisions hereof
and the Registration Statement (and related prospectus) at the
time in effect under the Securities Act with respect to the
public offering price of the Fund's shares, and neither KDI nor
any such Firms shall withhold the placing of purchase orders so
as to make a profit thereby.
3. The Fund will use its best efforts to keep effectively
registered under the Securities Act for sale as herein
contemplated such shares as KDI shall reasonably request and as
the Securities and Exchange Commission shall permit to be so
registered. Notwithstanding any other provision hereof, the Fund
may terminate, suspend or withdraw the offering of shares
whenever, in its sole discretion, it deems such action to be
desirable.
4. The Fund will execute any and all documents and furnish any
and all information which may be reasonably necessary in
connection with the qualification of its shares for sale
(including the qualification of the Fund as a dealer where
necessary or advisable) in such states as KDI may reasonably
request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its
opinion is unduly burdensome). The Fund will furnish to KDI from
time to time such information with respect to the Fund and its
shares as KDI may reasonably request for use in connection with
the sale of shares of the Fund.
5. KDI shall issue and deliver or shall arrange for various
Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it as agent pursuant to this
Agreement as may be required. At or prior to the time of issuance
of shares, KDI will pay or cause to be paid to the Fund the
amount due the Fund for the sale of such shares. Certificates
shall be issued or shares registered on the transfer books of the
Fund in such names and denominations as KDI may specify.
6. KDI shall order shares of the Fund from the Fund only to the
extent that it shall have received purchase orders therefor. KDI
will not make, or authorize any Firms or others to make, any
short sales of shares of the Fund. KDI, as agent of and for the
account of the Fund, may repurchase the shares of the Fund at
such prices and upon such terms and conditions as shall be
specified in the current prospectus of the Fund. In selling or
reacquiring shares of the Fund for the account of the Fund, KDI
will in all respects conform to the requirements of all state and
Federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., relating to such sale or
reacquisition, as the case may be, and will indemnify and save
harmless the Fund from any damage or expense on account of any
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wrongful act by KDI or any employee, representative or agent of
KDI. KDI will observe and be bound by all the provisions of the
Agreement and Declaration of Trust of the Fund (and of any
fundamental policies adopted by the Fund pursuant to the
Investment Company Act of 1940, notice of which shall have been
given to KDI) which at the time in any way require, limit,
restrict or prohibit or otherwise regulate any action on the part
of KDI.
7. The Fund shall assume and pay all charges and expenses of
its operations not specifically assumed or otherwise to be
provided by KDI under this Agreement. The Fund will pay or cause
to be paid expenses (including the fees and disbursements of its
own counsel) and all taxes and fees payable to the Federal, state
or other governmental agencies on account of the registration or
qualification of securities issued by the Fund or otherwise. The
Fund will also pay or cause to be paid expenses incident to the
issuance of shares of beneficial interest, such as the cost of
share certificates, issue taxes, and fees of the transfer agent.
KDI will pay all expenses (other than expenses which one or more
Firms may bear pursuant to any agreement with KDI) incident to
the sale and distribution of the shares issued or sold hereunder
including, without limiting the generality of the foregoing, all
expenses of printing and distributing any prospectus and of
preparing, printing and distributing or disseminating any other
literature, advertising and selling aids in connection with the
offering of the shares for sale (except that such expenses need
not include expenses incurred by the Fund in connection with the
preparation, typesetting, printing and distribution of any
registration statement, prospectus or report or other
communication to shareholders in their capacity as such) and
expenses of advertising in connection with such offering.
8. For the services and facilities described herein, the Fund
will pay to KDI at the end of each calendar month a distribution
services fee computed at an annual rate of .33% of the average
daily net assets of the Fund.
For the month and year 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 and year, respectively.
The net asset value of each series of shares of the Fund
("Portfolio") shall be calculated in accordance with the
provisions of the Fund's current prospectus. On each day when net
asset value is not calculated, the net asset value of a share of
any Portfolio shall be deemed to be the net asset value of such a
share as of the close of business on the last day on which such
calculation was made for the purpose of the foregoing
computations.
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9. KDI shall prepare reports for the Board of Trustees of the
Fund on a quarterly basis showing amounts paid to the various
Firms, the basis for any discretionary payments made to such
Firms and such other information as from time to time shall be
reasonably requested by the Board of Trustees.
This Agreement shall become effective on the date hereof and
shall continue until December 1, 1998 and shall continue from
year to year thereafter with respect to each Portfolio, but only
so long as such continuance is specifically approved for each
Portfolio at least annually by a vote of the Board of Trustees of
the Fund including the trustees who are not interested persons of
the Fund and who have no direct or indirect financial interest in
this Agreement or in any agreement related to this Agreement.
This Agreement may not be amended to increase the amount to be
paid to KDI for services hereunder without the vote of a majority
of the outstanding voting securities of each Portfolio of the
Fund. All material amendments to this Agreement must in any event
be approved by a vote of the Board of Trustees of the Fund
including the trustees who are not interested persons of the Fund
and who have no direct or indirect financial interest in this
Agreement or in any agreement related to this Agreement, cast in
person at a meeting called for such purpose.
10. This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty by the Fund or by KDI on sixty (60) days
written notice to the other party. The Fund may effect
termination with respect to any Portfolio by a vote of (i) a
majority of the Board of Trustees, (ii) a majority of the
trustees who are not interested persons of the Fund and who have
no direct or indirect financial interest in this Agreement or in
any agreement related to this Agreement, or (iii) a majority of
the outstanding voting securities of a Portfolio.
The terms "assignment", "interested" and "vote of a majority of
the outstanding voting securities" shall have the meanings set
forth in the Investment Company Act of 1940 and the rules and
regulations thereunder.
Termination of this Agreement shall not affect the right of KDI
to receive payments on any unpaid balance of the compensation
described in Section 8 earned prior to such termination.
11. KDI will not use or distribute or authorize the use,
distribution or dissemination by Firms or others in connection
with the sale of the shares any statements, other than those
contained in the Fund's current prospectus, except such
supplemental literature or advertising as shall be lawful under
Federal and state securities laws and regulations, and will
furnish the Fund with copies of all such material.
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12. 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 thereby affected.
13. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
14. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto,
all of which are on file with the Secretary of The Commonwealth
of Massachusetts, and the limitation of shareholder and trustee
liability contained therein. This Agreement has been executed by
and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the
Fund hereunder are not binding upon any of the trustees, officers
or shareholders of the Fund individually but are binding upon
only the assets and property of the Fund. With respect to any
claim by KDI for recovery of that portion of the distribution
services fees (or any other liability of the Fund arising
hereunder) allocated to a particular Portfolio, whether in
accordance with the express terms hereof or otherwise, KDI shall
have recourse solely against the assets of that Portfolio to
satisfy such claim and shall have no recourse against the assets
of any other Portfolio for such purpose.
15. This Agreement shall be construed in accordance with
applicable federal law and the laws of The Commonwealth of
Massachusetts.
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16. This Agreement is the entire contract between the parties
relating to the subject matter hereof and supersedes all prior
agreements between the parties relating to the subject matter
hereof.
IN WITNESS WHEREOF, the Fund and KDI have caused this Agreement
to be executed as of the day and year first above written.
TAX-EXEMPT CALIFORNIA
MONEY MARKET FUND
By: /s/ Xxxx X. Xxxx
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Title: Vice President
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ATTEST:
/s/ Xxxxxx X. Xxxxxxx
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Title: Secretary
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XXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Title: President
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ATTEST:
/s/ Xxxxxxx X. Xxxxxxx
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Title: Secretary
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