DISTRIBUTION AGREEMENT
The Xxxxxx Group
THIS DISTRIBUTION AGREEMENT is made and entered into by and between each of
the open-end management investment companies listed on Schedule A, attached
hereto, effective as of the 3rd day of September, 1996, together with all other
open end management investment companies subsequently established and made
subject to this agreement in accordance with Section 11 (the "Issuers") and
TWENTIETH CENTURY SECURITIES, INC. ("Distributor").
WHEREAS, the shares of common stock of each of the Issuers are currently
divided into a number of separate series of shares, or funds, each corresponding
to a distinct portfolio of securities; and
WHEREAS, Distributor is a registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and is
a member of the National Association of Securities Dealers, Inc.; and
WHEREAS, the Boards of Directors/Trustees of the Funds (the"Board") wish to
engage the Distributor to act as the distributor of the Funds;
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties agree as follows:
SECTION 1. 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 ("Net Asset Value")
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 Support. 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 furnish to Distributor copies
of its current form of prospectus, as filed with the SEC, in such
quantity as Distributor may reasonably request from time to time, and
authorizes Distributor to use the prospectus in connection with the
sale of such Fund's 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.
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.
SECTION 2. EXPENSES.
A. Each Fund shall pay all fees and expenses incurred by it 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.
SECTION 3. 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.
SECTION 4. 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.
SECTION 5. 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.
SECTION 6. 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.
SECTION 7. 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.
SECTION 8. RENEWAL AND TERMINATION
a. Term and Annual Renewal. 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.
b. Termination. 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.
SECTION 9. 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.
SECTION 10. APPLICABLE LAW
This Agreement shall be construed in accordance with the laws of the State of
Missouri.
SECTION 11. 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.
TWENTIETH CENTURY SECURITIES, INC.
By: /s/Xxxxxxx X. Xxxxx Date: September 3, 1996
Xxxxxxx X. Xxxxx
General Counsel
CAPITAL PRESERVATION FUND, INC.
CAPITAL PRESERVATION FUND II, INC.
XXXXXX TARGET MATURITIES TRUST
XXXXXX GOVERNMENT INCOME TRUST
XXXXXX CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
XXXXXX MUNICIPAL TRUST
XXXXXX EQUITY FUNDS
XXXXXX INTERNATIONAL FUNDS
XXXXXX INVESTMENT TRUST
XXXXXX MANAGER FUNDS
By: /s/Xxxxxxx X. Xxxx Date: September 3, 1996
Xxxxxxx X. Xxxx
General Counsel
DISTRIBUTION AGREEMENT
SCHEDULE A
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FUND BOARD APPROVAL DATE
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CAPITAL PRESERVATION FUND, INC. May 17, 1996
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CAPITAL PRESERVATION FUND II, INC. May 17, 1996
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XXXXXX TARGET MATURITIES TRUST
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2000 Portfolio May 17, 1996
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2005 Portfolio May 17, 1996
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2010 Portfolio May 17, 1996
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2015 Portfolio May 17, 1996
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2020 Portfolio May 17, 1996
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2025 Portfolio May 17, 1996
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XXXXXX GOVERNMENT INCOME TRUST
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Xxxxxx Treasury Note Fund May 17, 1996
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Xxxxxx GNMA Income Fund May 17, 1996
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Xxxxxx Government Agency Fund May 17, 1996
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Xxxxxx Adjustable Rate Government Securities Fund May 17, 1996
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Xxxxxx Short-Term Treasury and Agency Fund May 17, 1996
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Benham Long-Term Treasury and Agency Fund May 17, 1996
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XXXXXX CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
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Tax-Free Money Market Fund May 17, 1996
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Tax-Free Intermediate-Term Fund May 17, 1996
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Tax-Free Long-Term Fund May 17, 1996
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Municipal High Yield Fund May 17, 1996
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Tax-Free Insured Fund May 17, 1996
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Municipal Money Market Fund May 17, 1996
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Tax-Free Limited-Term Fund May 17, 1996
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XXXXXX XXXXXXXXX TRUST
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Xxxxxx National Tax-Free Money Market Fund May 17, 1996
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Xxxxxx National Tax-Free Intermediate-Term Fund May 17, 1996
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Xxxxxx National Tax-Free Long-Term Fund May 17, 1996
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Xxxxxx Florida Municipal Money Market Fund May 17, 1996
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Xxxxxx Florida Municipal Intermediate-Term Fund May 17, 1996
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Xxxxxx Florida Municipal Long-Term Fund May 17, 1996
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Xxxxxx Arizona Municipal Intermediate-Term Fund May 17, 1996
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XXXXXX EQUITY FUNDS
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Xxxxxx Global Gold Fund May 17, 1996
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Xxxxxx Income & Growth Fund May 17, 1996
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Xxxxxx Equity Growth Fund May 17, 1996
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Xxxxxx Utilities Income Fund May 17, 1996
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Xxxxxx Global Natural Resources Index Fund May 17, 1996
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XXXXXX INTERNATIONAL FUNDS
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Xxxxxx European Government Bond Fund May 17, 1996
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XXXXXX MANAGER FUNDS
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Xxxxxx Capital Manager Fund May 17, 1996
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XXXXXX INVESTMENT TRUST
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Prime Money Market Fund May 17, 1996
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