DISTRIBUTION AGREEMENT
The Xxxxxx Group
AGREEMENT between each of the open-end management investment companies
listed on Schedule A, attached hereto, as of the dates noted on such Schedule A,
together with all other open-end management investment companies subsequently
established and made subject to this agreement in accordance with paragraph X
(each a "Fund", or, collectively, the "Funds") and XXXXXX DISTRIBUTORS, INC.
("Distributor"), a wholly-owned subsidiary of TWENTIETH CENTURY COMPANIES, INC.
("TCC") and a California corporation registered as a broker-dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 and
with the California Department of Corporations under the California Corporations
Code, and a member of the National Association of Securities Dealers, Inc., as
follows:
I. GENERAL RESPONSIBILITIES. Each Fund herewith engages Distributor to
act as exclusive distributor of the shares of its separate series, and
any other series which may be designated from time to time hereafter
("Series"), named and described on Schedule A. Said sales shall be
made only to Investors residing in those states in which each Fund is
registered. After effectiveness of each Fund's registration statement,
Distributor will hold itself available to receive by mail, telex
and/or telephone, orders for the purchase of shares and will receive
by mail, telex and/or telephone, orders for the purchase of shares and
will accept or reject such orders on behalf of the Funds in accordance
with the provisions of the applicable Funds prospectus, and will be
available to transmit such orders as are so accepted to the Funds'
transfer agent as promptly as possible for processing at the shares'
net asset value next determined in accordance with the prospectuses.
A. Offering Price. All shares sold by Distributor under this
Agreement shall be sold at the net asset value per share
("Offering Price") determined in the manner described in each
Fund's prospectus, as it may be amended from time to time, next
computed after the order is accepted by Distributor. Each Fund
shall determine and promptly furnish to Distributor a statement
of the Offering Price of shares of said Fund's series at least
once on each day on which the Fund is open for trading as
described in its current prospectus.
B. Promotion. Each Fund shall furnish to Distributor for use in
connection with --------- the sale of its shares such written
information with respect to said Fund as Distributor may
reasonably request. Each Fund represents and warrants that such
information, when authenticated by the signature of one of its
officers, shall be true and correct. Each Fund shall also furnish
to Distributor copies of its reports to its shareholders and such
additional information regarding said Fund's financial condition
as Distributor may reasonably request. Any and all
representations, statements and solicitations respecting a Fund's
shares made in advertisements, sales literature and in any other
manner whatsoever shall be limited to and conform in all respects
to the information provided hereunder.
C. Regulatory Compliance. Each Fund shall prepare and furnish to
Distributor ---------------------- from time to time such number
of copies of the most recent form of its prospectus filed with
the Securities and Exchange Commission as Distributor may
reasonably request and authorizes Distributor to use the
prospectus in connection with the sale of its shares. All such
sales shall be initiated by offer of, and conducted in accordance
with, such prospectus and all of the provisions of the Securities
and Exchange Act of 1933, the Investment Company Act of 1940
("1940 Act") and all the rules and regulations thereunder.
Distributor shall furnish applicable federal and state regulatory
authorities with any information or reports in connection with
its services under this Agreement which such authorities may
lawfully request in order to ascertain whether the Funds'
operations are being conducted in a manner consistent with any
applicable law or regulations.
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D. Acceptance. All orders for the purchase of its shares are subject
to acceptance by each Fund.
E. Compensation. Except for the promises of the Funds contained in
this Agreement and its performance thereof, Distributor shall not
be entitled to compensation for its services hereunder.
II. EXPENSES.
A. Each Fund shall pay all fees and expenses in connection with the
preparation, printing and distribution to shareholders of its
prospectus and reports and other communications to shareholders,
future registrations of shares under the Securities Act of 1933
and the 1940 Act, amendments of the registration statement
subsequent to the initial offering of shares, the qualification
of shares for sale in jurisdictions designated by Distributor,
the issue and transfer of shares, including the expenses of
confirming purchase and redemption orders and of supplying
information, prices and other data to be furnished by the Funds
under this Agreement.
B. Distributor shall pay all fees and expenses of printing and
distributing any prospectuses or reports prepared for its use in
connection with the distribution of shares, the preparation and
mailing of any other advertisements or sales literature used by
Distributor in connection with the distribution of such shares,
its registration as a broker and the registration and
qualification of its officers, directors and representatives
under federal and state laws.
III. INDEPENDENT CONTRACTOR. Distributor shall be an independent
contractor. Neither Distributor nor any of its officers, trustees,
employees or representatives is or shall be an employee of a Fund in
connection with the performance of Distributor's duties hereunder.
Distributor shall be responsible for its own conduct and the
employment, control, compensation and conduct of its agents and
employees and for injury to such agents or employees or to others
through its agents and employees.
IV. INDEMNIFICATION. Each of the parties to this Agreement shall defend,
indemnify and hold the other harmless from and against any and all
claims, demands, suits, actions, losses, damages and other liabilities
arising from, or as a result of, the acts or omissions or acts and
omissions of such party made or omitted in the course of performing
this Agreement.
V. AFFILIATION WITH THE FUNDS. Subject to and in accordance with each
Fund's formative documents, Section 10 of the 1940 Act and Article III
of this Agreement, it is understood that the directors/trustees,
officers, agents and shareholders of the Funds are or may be
interested in Distributor as directors, officers, or shareholders of
Distributor; that directors, officers, agents or shareholders of
Distributor are or may be interested in the Funds as
directors/trustees, officers, shareholders (directly or indirectly) or
otherwise, and that the effect of any such interest shall be governed
by said Act and Article.
VI. BOOKS AND RECORDS. It is expressly understood and agreed that all
documents, reports, records, books, files and other materials relating
to this Agreement and the services to be performed hereunder shall be
the sole property of the Funds and that such property, to the extent
held by Distributor, shall be held by Distributor as agent, during the
effective term of this Agreement. This material shall be delivered to
the applicable Fund upon the termination of this Agreement free from
any claim or retention of rights by Distributor.
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VII. SERVICES NOT EXCLUSIVE. The services of Distributor to the Funds
hereunder are not to be deemed exclusive, and Distributor shall be
free to render similar services to others.
VII. RENEWAL AND TERMINATION. The term of this Agreement shall be from the
date of its approval by the vote of a majority of the board of
directors/trustees of each Fund, and it shall continue in effect from
year to year thereafter only so long as such continuance is
specifically approved at least annually by the vote of a majority of
its directors/trustees, and the vote of a majority of those said
directors/trustees who are neither parties to the Agreement nor
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. "Approved at least
annually" shall mean approval occurring, with respect to the first
continuance of the Agreement, during the ninety (90) days prior to and
including the date of its termination in the absence of such approval,
and with respect to any subsequent continuance, during the ninety (90)
days prior to and including the first anniversary of the date upon
which the most recent previous annual continuance of the Agreement
became effective.
This Agreement may be terminated at any time without payment
of any penalty, by a Fund's board of directors/trustees, upon sixty
(60) days written notice to Distributor, and by Distributor upon sixty
(60) days written notice to the Fund. This Agreement shall terminate
automatically in the event of its assignment. The terms "assignment"
and "vote of a majority of the outstanding voting securities" shall
have the meaning set forth for such terms in the Investment 1940 Act
and Rule 18f-2 thereunder.
VIII. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or similar authority, the
remainder of this Agreement shall not be affected thereby.
IX. APPLICABLE LAW. This Agreement shall be construed in accordance with
the laws of the State of California.
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X. AMENDMENT. This Agreement and the Schedule A forming a part hereof may
be amended at any time by a writing signed by each of the Parties. In
the event that one or more additional Funds are established, and the
governing bodies of said Funds by resolution indicate that the Funds
are to be made Parties to this Agreement, Schedule A hereto shall be
amended to reflect the addition of such new Funds, and such new Funds
shall become Parties hereto. In the event that any of the Funds listed
on Schedule A terminates its registration as a management investment
company, or otherwise ceases operations, Schedule A shall be amended
to reflect the deletion of such Fund.
By __/s/Xxxxx X. Benham______________ __6/1/95__________________
Xxxxx X. Xxxxxx, President Date
XXXXXX DISTRIBUTORS, INC.
By __/s/Xxxxxxx X. Paul______________ __6/1/95___________________
Xxxxxxx X. Xxxx, Secretary Date
to the FUNDS
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DISTRIBUTION AGREEMENT
SCHEDULE A
Effective as of the date herein below indicated, each of the open-end
management investment companies listed below is hereby made a party to the
Xxxxxx Group Distribution Agreement dated June 1, 1995.
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FUND BOARD APPROVAL DATE
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Capital Preservation Fund, Inc. April 3, 1995
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Capital Preservation Fund II, Inc. April 3, 1995
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Xxxxxx Target Maturities Trust
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1995 Portfolio April 3, 1995
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2000 Portfolio "
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2005 Portfolio "
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2010 Portfolio "
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2015 Portfolio "
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2020 Portfolio "
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Xxxxxx Government Income Trust
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Xxxxxx Treasury Note Fund April 3, 1995
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxx XXXX Income Fund "
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Xxxxxx Government Agency Fund "
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Xxxxxx Adjustable Rate Government Securities Fund "
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Xxxxxx Short-Term Treasury and Agency Fund "
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Benham Long-Term Treasury and Agency Fund "
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Xxxxxx California Tax-Free and Municipal Funds
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Tax-Free Money Market Fund April 3, 1995
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Tax-Free Intermediate-Term Fund "
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Tax-Free Long-Term Fund "
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Municipal High Yield Fund "
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Tax-Free Insured Fund "
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Municipal Money Market Fund "
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Tax-Free Short-Term Fund "
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FUND BOARD APPROVAL DATE
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxx Xxxxxxxxx Trust
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Xxxxxx National Tax-Free Money Market Fund April 3, 1995
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Xxxxxx National Tax-Free Intermediate-Term Fund "
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Xxxxxx National Tax-Free Long-Term Fund "
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Xxxxxx Florida Municipal Money Market Fund "
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Xxxxxx Florida Municipal Intermediate-Term Fund "
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Xxxxxx Arizona Municipal Intermediate-Term Fund "
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Xxxxxx Equity Funds
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Xxxxxx Global Natural Resources Index Fund April 3, 1995
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Xxxxxx Gold Equities Index Fund "
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Xxxxxx Income & Growth Fund "
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Xxxxxx Equity Growth Fund "
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Xxxxxx Utilities Income Fund "
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Xxxxxx International Funds
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Xxxxxx European Government Bond Fund April 3, 1995
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Xxxxxx Manager Funds
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Xxxxxx Capital Manager Fund April 3, 1995
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Xxxxxx Investment Trust
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Prime Money Market Fund April 3, 1995
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