EXHIBIT 99.6
August 1, 1991
Xxxx Xxxxxxx Broker Distribution Services, Inc.
Boston, Massachusetts
Distribution Agreement
Dear Sir:
Xxxx Xxxxxxx Tax-Exempt Series Fund (the "Fund") has been organized as a
business trust under the laws of the Commonwealth of Massachusetts to engage in
the business of an investment company. The Fund's Board of Directors has
selected you to act as principal underwriter (as such term is defined in Section
2(a)(29) of the Investment Company Act of 1940, as amended) of the shares of
beneficial interest ("shares") of the Fund and you are willing, as agent for the
Fund, to sell the shares to the public, to broker-dealers or to both, in the
manner and on the conditions hereinafter set forth. Accordingly, the Fund hereby
agrees with you as follows:
1. Delivery of Documents. The Fund will furnish you promptly with copies,
properly certified or otherwise authenticated, of any registration
statements filed by it with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, or the Investment Company Act of
1940, as amended, together with any financial statements and exhibits
included therein, and all amendments or supplements thereto hereafter
filed.
2. Registration and Sale of Additional Shares. The Fund will from time to
time use its best efforts to register under the Securities Act of 1933,
as amended, such shares not already so registered as you may reasonably
be expected to sell as agent on behalf of the Fund. This Agreement
relates to the issue and sale of shares that are duly authorized and
registered and available for sale by the Fund if, but only if, the Fund
sees fit to sell them. You and the Fund will cooperate in taking such
action as may be necessary from time to time to qualify shares for sale
in Massachusetts and in any other states mutually agreeable to you and
the Fund, and to maintain such qualification if and so long as such
shares are duly registered under the Securities Act of 1933, as amended.
3. Solicitation of Orders. You will use your best efforts (but only in
states in which you may lawfully do so) to obtain from investors
unconditional orders for shares authorized for issue by the Fund and
registered under the Securities Act of 1933, as amended, provided that
you may in your discretion refuse to accept orders for such shares from
any particular applicant.
4. Sale of Shares. Subject to the provisions of Sections 5 and 6 hereof and
to such minimum purchase requirements as may from time to time be
currently indicated in the Fund's prospectus, you are authorized to sell
as agent on behalf of the Fund authorized and issued shares registered
under the Securities Act of 1933, as amended. Such sales may be made by
you on behalf of the Fund by accepting unconditional orders to purchase
such shares placed with your investors. The sales price to the public of
such shares shall be the public offering price as defined in Section 6
hereof.
5. Sale of Shares to Investors by the Fund. Any right granted to you to
accept orders for shares or make sales on behalf of the Fund will not
apply to shares issued in connection with the merger or consolidation of
any other investment company with the Fund or its acquisition, by
purchase or otherwise, of all or substantially all the assets of any
investment company or substantially all the outstanding shares of any
such company, and such right shall not apply to shares that may be
offered or otherwise issued by the Fund to shareholders by virtue of
their being shareholders of the Fund.
6. Public Offering Price. All shares sold by you as agent for the Fund will
be sold at the public offering price, which will be determined in the
manner provided in the Fund's prospectus or statement of additional
information, as now in effect or as it may be amended.
7. No Sales Discount. The Fund shall receive the applicable net asset value
on all sales of shares by you as agent of the Fund.
8. Delivery of Payments. You will deliver to the Transfer Agent all payments
made pursuant to orders accepted by you, and accompanied by proper
applications for the purchase of shares, no later than the first business
day following the receipt by you in your home office of such payments and
applications.
9. Suspension of Sales. If and whenever a suspension of the right of
redemption or a postponement of the date of payment or redemption has
been declared pursuant to the Fund's Articles of Incorporation and has
become effective, then, until such suspension or postponement is
terminated, no further orders for shares shall be accepted by you except
such unconditional orders placed with you before you have knowledge of
the suspension. The Fund reserves the right to suspend the sale of shares
and your authority to accept orders for shares on behalf of the Fund if,
in the judgment of a majority of the Fund's Board of Directors, it is in
the best interests of the Fund to do so, such suspension to continue for
such period as may be determined by such majority; and in that event, no
shares will be sold by the Fund or by you on behalf of the Fund while
such suspension remains in effect except for shares necessary to cover
unconditional orders accepted by you before you had knowledge of the
suspension.
10. Expenses. The Fund will pay (or will enter into arrangements providing
that persons other than you will pay) all fees and expenses in connection
with the preparation and filing of any registration statement and
prospectus or amendments thereto under the Securities Act of 1933, as
amended, covering the issue and sale of shares and in connection with the
qualification of shares for sale in the various states in which the fund
shall determine it advisable to qualify such shares for sale. It will
also pay the issue taxes or (in the case of shares redeemed) any initial
transfer taxes thereon. You will pay all expenses of printing
prospectuses and other sales literature, all fees and expenses in
connection with your qualification as a dealer in various states, and all
other expenses in connection with the sale and offering for sale of the
shares of the Fund which have not been herein specifically allocated to
the Fund.
11. Conformity with Law. You agree that in selling the shares you will duly
conform in all respects with the laws of the United States and any state
in which such shares may be offered for sale by you pursuant to this
Agreement.
12. Indemnification. You agree to indemnify and hold harmless the Fund and
each of its Board members and officers and each person, if any, who
controls the Fund within the meaning of Section 15 of the Securities Act
of 1933, as amended, against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) to which
the Fund or such Board members, officers or controlling person may become
subject under such Act, under any other statute, at common law or
otherwise, arising out of the acquisition of any shares by any person
which (a) may be based upon any wrongful act by you or any of your
employees or representatives or (b) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus or statement of additional information
covering shares of the Fund or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in reliance
upon information furnished or confirmed in writing to the Fund by you, or
(c) may be incurred or arise by reason of your acting as the Fund's agent
instead of purchasing and reselling shares as principal in distributing
shares to the public, provided that in no case is your indemnity in favor
of a Board member or officer of the Fund or any other person deemed to
protect such Board member or officer of the Fund or other person against
any liability to which any such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of
obligations and duties under this Agreement.
You are not authorized to give any information or to make any
representations on behalf of the Fund or in connection with the sale of
shares other than the information and representations contained in a
registration statement, prospectus, or statement of additional
information covering shares, as such registration statement, prospectus
and statement of additional information may be amended or supplemented
from time to time. No person other than you is authorized to act as
principal underwriter for the Fund.
13. Duration and Termination of this Agreement. This Agreement shall remain
in force until the conclusion of the first meeting of shareholders of the
Fund following the first public offering of shares and, if approved at
that meeting, from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by (a) a majority
of the Board of Directors who are not interested persons of you (other
than as Board members) or of the Fund, cast in person at a meeting called
for the purpose of voting on such approval, and (b) either (i) the Board
of Directors of the Fund, or (ii) a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60 days' written notice,
be terminated at any time, without the payment of any penalty, by the
Board of Directors of the Fund, by a vote of a majority of the
outstanding voting securities of the Fund, or by you. This Agreement will
automatically terminate in the event of its assignment by you. In
interpreting the provisions of this Section 13, the definitions contained
in Section 2(a) of the Investment Company Act of 1940 (particularly the
definitions of "interested person", "assignment" and "voting security")
shall be applied.
14. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought. If the Fund
should at any time deem it necessary or advisable in the best interests
of the Fund that any amendment of this agreement be made in order to
comply with the recommendations or requirements of the Securities and
Exchange Commission or other governmental authority or to obtain any
advantage under state or federal tax laws and should notify you of the
form of such amendment, and the reasons therefor, and if you should
decline to assent to such amendment, the Fund may terminate this
agreement forthwith. If you should at any time request that a change be
made in the Fund's Certificate of Incorporation or By-Laws, or in its
methods of doing business, in order to comply with any requirements of
federal law or regulations of the Securities and Exchange Commission or
of a national securities association of which you are or may be a member,
relating to the sale of shares, and the Fund should not make such
necessary change within a reasonable time, you may terminate this
Agreement forthwith.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
Very truly yours,
XXXX XXXXXXX TAX-EXEMPT SERIES FUND
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Chairman
The foregoing Agreement is hereby accepted as of the date hereof.
XXXX XXXXXXX BROKER DISTRIBUTION SERVICES, INC.
By: /s/ C. Xxxx Xxxxxx, Xx.
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President
