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EX-99.6(b)
EXHIBIT A
XXXXXXX XXXXX MUNICIPAL INCOME FUND
Xxxxxxx Xxxxx Municipal Series Trust
SHARES OF BENEFICIAL INTEREST
SELECTED DEALERS AGREEMENT
FOR SUBSCRIPTION PERIOD
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc. (the "Distributor") has
an agreement with Xxxxxxx Xxxxx Municipal Series Trust, a Massa-
chusets business trust (the "Trust"), pursuant to which it acts as
the distributor for the sale of shares of beneficial interest, par
value $0.10 per share (the "Shares"), of Xxxxxxx Xxxxx Municipal
Income Bond Fund (the "Fund"), a series of the Trust, and as such
has the right to distribute shares for resale. The Trust is a
diversified open-end investment company registered under the
Investment Company Act of 1940, as amended, and the shares being
offered to the public are registered under the Securities Act of
1933, as amended. Such shares and certain of the terms on which
they are being offered are more fully described in the enclosed
Prospectus and Statement of Additional Information. You have
received a copy of the Distribution Agreement between ourselves and
the Trust and reference is made herein to certain provisions of
such Distribution Agreement. This Agreement relates solely to the
subscription period described in Section 3(a) of such Distribution
Agreement. Subject to the foregoing, as principal, we offer to
sell to you, as a member of the Selected Dealers Group, shares of
the Fund upon the following terms and conditions:
1. The subscription period referred to in Section 3(a) of the
Distribution Agreement will continue through November -, 1986.
The subscription period may be extended upon agreement between the
Trust and the Distributor. Subject to the provisions of such Sec-
tion and the conditions contained herein, we will sell to you on
the fifth business day following the termination of the subscrip-
tion period, or such other date as we may advise (the "Closing
Date"), such number of shares as to which you have placed orders
with us not later than 5:00 P.M. on the second full business day
preceding the Closing Date.
2. In all sales of these shares to the public you shall act
as dealer for your own account, and in no transaction shall you
have any authority to act as agent for the Trust, for us or for
any other member of the Selected Dealers Group.
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3. You shall not place orders for any of the shares unless
you have already received purchase orders for such shares at the
applicable public offering prices and subject to the terms hereof
and of the Distribution Agreement. All orders are subject to
acceptance by the Distributor or the Trust in the sole discretion
of either. The minimum initial and subsequent purchase
requirements are as set forth in the Prospectus, as amended from
time to time. You agree that you will not offer or sell any of
the shares except under circumstances that will result in
compliance with the applicable Federal and state securities laws
and that in connection with sales and offers to sell shares you
will furnish to each person to whom any such sale or offer is -
made a copy of the Prospectus and, if requested, the Statement of
Additional Information (as then amended or supplemented) and will
not furnish to any person any information relating to the shares
which is inconsistent in any respect with the information
contained in the Prospectus and Statement of Additional
Information (as then amended or supplemented) or cause any
advertisement to be published in any newspaper or posted in any
public place without our consent and the consent of the Trust.
4. Payment for shares purchased by you is to be made by
certified or official bank check mailed to Xxxxxxx Xxxxx Funds
Distributor, Inc., X.X. Xxx 0000, Xxxxxxxxx, X.X. 00000-0000, at
the settlement price as provided above, on such date as we may
advise, in New York Clearing House funds payable to the order of
Xxxxxxx Xxxxx Funds Distributor, Inc. against delivery by us of
non-negotiable share deposit receipts ("Receipts") issued by
First Jersey National Bank, as shareholder servicing agent,
acknowledging the deposit with it of the shares so purchased by
you. You agree that as promptly as practicable after the
delivery of such shares you will issue appropriate written
transfer instructions to the Trust or to the shareholder
servicing agent as to the purchasers to whom you sold the shares.
5. No person is authorized to make any representations
concerning shares of the issuer except those contained in the
current Prospectus and Statement of Additional Information of the
Fund and in such printed information subsequently issued by us or
the Trust as information supplemental to such Prospectus and
Statement of Additional Information. In purchasing shares
through us you shall rely solely on the representations contained
in the Prospectus and Statement of Additional Information and
supplemental information above mentioned. Any printed
information which we furnish you other than the Fund's Prospectus
and Statement of Additional Information, periodic reports and
proxy solicitation material are our sole responsibility and not
the responsibility of the Trust, and you agree that the Trust
shall have no liability or responsibility to you in these
respects unless expressly assumed in connection therewith.
2.
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6. You agree to deliver to each of the purchasers making
purchases from you a copy of the then current Prospectus and, if
requested, the Statement of Additional Information at or prior to
the time of offering or sale and you agree thereafter to deliver
to such purchasers copies of the annual and interim reports and
proxy solicitation materials of the Trust. You further agree to
endeavor to obtain Proxies from such purchasers. Additional
copies of the Prospectus and Statement of Additional Information,
annual or interim reports and proxy solicitation materials of the
Trust will be supplied to you in reasonable quantities upon
request.
7. We reserve the right in our discretion, without notice,
to suspend sales or withdraw the offering of shares entirely.
Each party hereto has the right to cancel this agreement upon
notice to the other party.
8. We shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the
continuous offering. We shall be under no liability to you
except for lack of good faith and for obligations expressly
assumed by us herein. Nothing contained in this paragraph is
intended to operate as, and the provisions of this paragraph
shall not in any way whatsoever constitute, a waiver by you of
compliance with any provision of the Securities Act of 1933, as
amended, or of the rules and regulations of the Securities and
Exchange Commission issued thereunder.
9. You represent that you are a member of the National
Association of Securities Dealers, Inc. and, with respect to any
sales in the United States, we both hereby agree to abide by the
Rules of Fair Practice of such Association.
10. Upon application to us, we will inform you as to the.
states in which we believe the shares have been qualified for
sale under, or are exempt from the requirements of, the
respective securities laws of such states, but we assume no
responsibility or obligation as to your right to sell shares in
any jurisdiction. We will file with the Department of State in
New York a Further State Notice with respect to the shares, if
necessary.
11. All communications to us should be sent to the address
below. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
12. You agree that you will not sell any shares of the Trust
to any account over which you exercise discretionary authority.
3.
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13. This Agreement shall terminate at the close of business
on the Closing Date, unless earlier terminated, provided,
however, this Agreement shall continue after termination for the
purpose of Section 7 hereof and for the purpose of settlement of
accounts hereunder.
XXXXXXX XXXXX FUNDS DISTRIBUTOR
By
(Authotized signature)
Please return one signed copy
of this agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, X.X. 00000-0000
Accepted:
By
Address:
Date:
4.
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EXHIBIT B
XXXXXXX XXXXX MUNICIPAL INCOME FUND
Xxxxxxx Xxxxx Municipal Series Trust
SHARES OF BENEFICIAL INTEREST
SELECTED DEALERS AGREEMENT
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, Inc. (the "Distributor")
has an agreement with Xxxxxxx Xxxxx Municipal Series Trust, a
Massachusets business trust (the "Trust"), pursuant to which it
acts as the distributor for the sale of shares of beneficial
interest, par value $0.10 per share (the "Shares"), of the
Xxxxxxx Xxxxx Municipal Income Fund (the "Fund"), a series of the
Trust, and as such has the right to distribute shares for resale.
The Trust is a diversified open-end investment company registered
under the Investment Company Act of 1940, as amended, and the
shares being offered to the public are registered under the
Securities Act of 1933, as amended. You have received a copy of
the Distribution Agreement between ourselves and the Trust and
reference is made herein to certain provisions of such Distribu-
tion Agreement. The terms "Prospectus" and "Statement of Addi-
tional Information" as used herein refer to the prospectus and
statement of additional information, respectively, on file with
the Securities and Exchange Commission which is part of the most
recent effective registration statement pursuant to the Securi-
ties Act of 1933, as amended. As principal, we offer to sell to
you, as a member of the Selected Dealers Group, shares of the
Fund upon the following terms and conditions:
1. In all sales of these shares to the public you shall act
as dealer for your own account, and in no transaction shall you
have any authority to act as agent for the Trust, for us or for
any other member of the Selected Dealers Group.
2. Orders received from you will be accepted through us
only at the public offering price applicable to each order, as
set forth in the current Prospectus and Statement of Additional
information of the Fund. The procedure relating to the handling
of orders shall be subject to Section 5 hereof and instructions
which we or the Trust shall forward from time to time to you.
All orders are subject to acceptance or rejection by the Distrib-
utor or the Trust in the sole discretion of either. The minimum
initial and subsequent purchase requirements are as set forth in
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the current Prospectus and Statement of Additional Information of
the Fund.
3. You shall not place orders for any of the shares unless
you have already received purchase orders for such shares at the
applicable public offering prices and subject to the terms hereof
and of the Distribution Agreement. You agree that you will not
offer or sell any of the shares except under circumstances that
will result in compliance with the applicable Federal and state
securities laws and that in connection with sales and offers to
sell shares you will furnish to each person to whom any such sale
or offer is made a copy of the Prospectus and, if requested, the
Statement of Additional Information (as then amended or supple-
mented) and will not furnish to any person any information
relating to the shares, which is inconsistent in any respect with
the information contained in the Prospectus and Statement of
Additional Information (as then amended or supplemented) or cause
any advertisement to be published in any newspaper or posted in
any public place without our consent and the consent of the
Trust.
4. As a selected dealer, you are hereby authorized (i) to
place orders directly with the Trust for shares of the Fund to be
resold by us to you subject to the applicable terms and condi-
tions governing %-he placement of orders by us set -forth in Sec-
tion 3 of the Distribution Agreement and subject to the compen-
sation provisions of Section 3 hereof, and (ii) to tender shares
directly to the Trust or its agent for redemption subject to the
applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
S. You shall not withhold placing orders received from your
customers so as to profit yourself as a result of such
withholding: e.g., by a change in the "net asset value" from that
used in determining the offering price to your customers.
6. No person is authorized to make any representations
concerning shares of the Trust except those contained in the
current Prospectus and Statement of Additional Information of the
Fund and in such printed information subsequently issued by us or
the Trust as information supplemental to such Prospectus and
Statement of Additional Information. In purchasing shares
through us you shall rely solely on the representations obtained
in the Prospectus and Statement of Additional Information and
supplemental information above mentioned. Any printed informa-
tion which we furnish you other than the Fund's Prospectus,
Statement of Additional Information, periodic reports and proxy
solicitation material are our sole responsibility and not the
responsibility of the Trust, and you agree that the Trust shall
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have no liability or responsibility to you in these respects
unless expressly assumed-in connection therewith.
7. You agree to deliver to each of the purchasers making
purchases from you a copy of the then current Prospectus and, if
requested, the Statement of Additional Information at or prior to
the time of offering or sale and you agree thereafter to deliver
to such purchasers copies of the annual and interim reports and
proxy solicitation materials of the Trust. You further agree to
endeavor to obtain proxies from such purchasers. Additional
copies of the Prospectus and Statement of Additional Information,
annual or interim reports and proxy solicitation materials of the
Trust will be supplied to you in reasonable quantities upon
request.
8. We reserve the right in our discretion, without notice,
to suspend sales or withdraw the offering of shares entirely.
Each party hereto has the right to cancel this agreement upon
notice to the other party.
9. We shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the
continuous offering. We shall be under no liability to you
except for lack of good faith and for obligations expressly
assumed by us herein. Nothing contained in this paragraph is
intended to operate as, and the provisions of this paragraph
shall not in any way whatsoever constitute, a waiver by you of
compliance with any provision of the Securities Act of 1933, as
amended, or of the rules and regulations of the Securities and
Exchange Commission issued thereunder.
10. You represent that you are a member of the National
Association of Securities Dealers, Inc. and, with respect to any
sales in the United States, we both hereby agree to abide by the
Rules of Fair Practice of such Association.
11. Upon application to us, we will inform you as to the
states in which we believe the shares have been qualified for
sale under, or are exempt from the requirements of, the
respective securities laws of such states, but we assume no
responsibility or obligation as to your right to sell shares in
any jurisdiction. We will file with the Department of State in
New York a Further State Notice with respect to the shares, if
necessary.
12. All communications to us should be sent to the address
below. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
3.
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13. Your first order placed pursuant to this Agreement for
the purchase of shares of the Trust will represent your
acceptance of this Agreement.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By
(Authorized Signature)
Please return one signed copy
of this agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, X.X. 00000-0000
Accepted:
Firm Name:-
( BY:
Address:
Date:
4.
