XXXXX XXXXXX MUTUAL FUNDS
BROKER DEALER CONTRACT
CFBDS, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We, CFBDS, Inc. ("CFBDS"), have
agreements with certain investment companies
for which Mutual Management Corp. serves as
investment adviser and/or administrator (each a
"Fund") pursuant to which we act as
nonexclusive principal underwriter and
distributor for the sale of shares of capital
stock ("shares") of the various series of such
Funds, and as such have the right to distribute
shares for resale. Each Fund is an open-end
investment company registered under the
Investment Company Act of 1940, as amended (the
"1940 Act") and the shares being offered to the
public are registered under the Securities Act
of 1933, as amended (the "1933 Act"). Each
series of each Fund covered by a Distribution
Agreement from time to time is referred to in
this agreement as a "Series" and collectively
as the "Series." The term "Prospectus", as
used herein, refers to the prospectus and
related statement of additional information
(the "Statement of Additional Information")
incorporated therein by reference (as amended
or supplemented) on file with the Securities
and Exchange Commission at the time in
question. As a broker in the capacity of
principal underwriter and distributor for the
Trust, we offer to sell to you, as a broker or
dealer, shares of each Fund upon the following
terms and conditions:
1. PRIVATE In all sales to the
public you shall act as broker for your
customers or 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 dealer. tc " In all sales 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 Fund, for
us or for any other dealer."
2. PRIVATE Orders received from
you will be accepted through us only at the
public offering price per share (i.e. the net
asset value per share plus the applicable
front-end sales charge, if any) applicable to
each order, and all orders for redemption of
any shares shall be executed at the net asset
value per share less any contingent deferred
sales charge, if any, in each case as set forth
in the Prospectus. You will be entitled to
receive and retain any contingent deferred
sales charge amounts in partial consideration
of your payment to financial consultants of
commission amounts at the time of sale and we
will obligate any other brokers with whom we
enter into similar agreements to pay such
amounts directly to you. The procedure
relating to the handling of orders shall be
subject to paragraph 4 hereof and instructions
which we or the Fund shall forward from time to
time to you. All orders are subject to
acceptance or rejection by the applicable Fund
or us in the sole discretion of either. The
minimum initial purchase and the minimum
subsequent purchase of any shares shall be as
set forth in the Prospectus pertaining to the
relevant Series. tc " Orders received from you
will be accepted through us only at the public
offering price per share (i.e. the net asset
value per share plus the applicable sales
charge, if any) applicable to each order, and
all orders for redemption of any Fund shares
shall be executed at the net asset value per
share less any contingent deferred sales
charge, if any, in each case as set forth in
the Prospectus. The procedure relating to the
handling of orders shall be subject to
paragraph 4 hereof and instructions which we or
the Fund shall forward from time to time to
you. All orders are subject to acceptance or
rejection by Salomon or the Fund in the sole
discretion of either. The minimum initial
purchase and the minimum subsequent purchase
shall be as set forth in the Prospectus of the
Fund."
3. PRIVATE You shall not place
orders for any shares unless you have already
received purchase orders for those shares at
the applicable public offering price and
subject to the terms hereof. You agree that
you will not offer or sell any shares except
under circumstances that will result in
compliance with the applicable Federal and
state securities laws, the applicable rules and
regulations thereunder and the rules and
regulations of applicable regulatory agencies
or authorities 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,
upon request, the Statement of Additional
Information, and will not furnish to any person
any information relating to shares which is
inconsistent in any respect with the
information contained in the Prospectus or
Statement of Additional Information (as then
amended or supplemented). You shall not
furnish or cause to be furnished to any person
or display or publish any information or
materials relating to the shares (including,
without limitation, promotional materials and
sales literature, advertisements, press
releases, announcements, statements, posters,
signs or other similar material), except such
information and materials as may be furnished
to you by or on behalf of us or the Funds, and
such other information and materials as may be
approved in writing by or on behalf of us or
the Funds. tc " You shall not place orders
for any shares unless you have already received
purchase orders for those shares at the
applicable public offering price and subject to
the terms hereof and of the Distribution
Contract. You agree that you will not"
4. PRIVATE As a broker dealer,
you are hereby authorized (i) to place orders
directly with the applicable Fund or Series for
shares subject to the applicable terms and
conditions governing the placement of orders by
us set forth in the Prospectus and (ii) to
tender shares directly to each Fund or its
agent for redemption subject to the applicable
terms and conditions governing the redemption
of shares applicable to us set forth in the
Prospectus. tc " As a dealer, you are hereby
authorized (i) to place orders directly with
the Fund for shares to be resold by us to you
subject to the applicable terms and conditions
governing the placement of orders by us set
forth in the Prospectus and the Distribution
Contract and (ii) to tender shares directly to
the Fund or its agent for redemption subject to
the applicable terms and conditions governing
the redemption of shares applicable to us set
forth in the Prospectus and the Distribution
Agreement."
5. PRIVATE 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. tc " 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. PRIVATE In determining the
amount of any sales concession payable to you
hereunder, we reserve the right to exclude any
sales which we reasonably determine are not
made in accordance with the terms of the
Prospectus and the provisions of this
Agreement. Unless at the time of transmitting
an order we advise you or the transfer agent to
the contrary, the shares ordered will be deemed
to be the total holdings of the specified
investor. tc " In determining the amount of
any sales concession payable to you hereunder,
we reserve the right to exclude any sales which
we reasonably determine are not made in
accordance with the terms of the Prospectus and
the provisions of this Agreement. Unless at
the time of transmitting an order we advise you
or the transfer agent to the contrary, the
shares ordered will be deemed to be the total
holdings of the specified investor."
7. PRIVATE (a) You agree that
payment for orders from you for the purchase of
shares will be made in accordance with the
terms of the Prospectus. On or before the
business day following the settlement date of
each purchase order for shares, you shall
transfer same day funds to an account
designated by us with the transfer agent in an
amount equal to the public offering price on
the date of purchase of the shares being
purchased less your sales concession, if any,
with respect to such purchase order determined
in accordance with the Prospectus. If payment
for any purchase order is not received in
accordance with the terms of the Prospectus, we
reserve the right, without notice, to cancel
the sale and to hold you responsible for any
loss sustained as a result thereof. tc " (a)
You agree that payment for orders from you for
the purchase of shares will be made in
accordance with the terms of the Prospectus.
On or before the business day following the
settlement date of each purchase order for
shares, you shall transfer same day funds to an
account designated by us with the transfer
agent an amount equal to the public offering
price on the date of purchase of the shares
being purchased less your sales concession, if
any, with respect to such purchase order
determined in accordance with the Prospectus.
If payment for any purchase order is not
received in accordance with the terms of the
Prospectus, we reserve the right, without
notice, to cancel the sale and to hold you
responsible for any loss sustained as a result
thereof."
(b) PRIVATE If any shares sold
under the terms of this Agreement are sold with
a sales charge and are redeemed or are tendered
for redemption within seven (7) business days
after confirmation of your purchase order for
such shares: (i) you shall forthwith refund to
us the full sales concession received by you on
the sale; and (ii) we shall forthwith pay to
the applicable Series our portion of the sales
charge on the sale which has been retained by
us, if any, and shall also pay to the
applicable Series the amount refunded by
you. tc " If any shares sold under the terms
of this Agreement are sold with a sales charge
and are redeemed or are tendered for redemption
within seven (7) business days after
confirmation of your purchase order for such
shares\: (i) you shall forthwith refund to us
the full sales concession received by you on
the sale; and (ii) we shall forthwith pay to
the applicable Series our portion of the sales
charge on the sale which has been retained by
us, if any, and shall also pay to the Series
the amount refunded by you."
(c) PRIVATE We will not be
obligated to pay or cause to be paid to you any
ongoing trail commission or shareholder service
fees with respect to shares of the Series
purchased through you and held by or for your
customers, which you shall collect directly
from the Funds. tc " We will pay you an
ongoing trail commission with respect to
holdings by you of shares of the Funds at such
rates and in such manner as may be described in
the Prospectus."
(d) PRIVATE Certificates
evidencing shares shall be available only upon
request. Upon payment for shares in accordance
with paragraph 7(a) above, the transfer agent
will issue and transmit to you or your customer
a confirmation statement evidencing the
purchase of such shares. Any transaction in
uncertificated shares, including purchases,
transfers, redemptions and repurchases, shall
be effected and evidenced by book-entry on the
records of the transfer agent. tc "
Certificates evidencing shares shall be
available only upon request. Upon payment for
shares in accordance with paragraph 7(a) above,
the transfer agent will issue and transmit to
you a confirmation statement evidencing the
purchase of such shares. Any transaction in
uncertificated shares, including purchases,
transfers, redemptions and repurchases, shall
be effected and evidenced by book-entry on the
records of the transfer agent."
8. PRIVATE No person is
authorized to make any representations
concerning shares except those contained in the
current Prospectus and Statement of Additional
Information and in printed information
subsequently issued by us or the Funds as
information supplemental to the Prospectus and
the Statement of Additional Information. In
purchasing or offering shares pursuant to this
Agreement you shall rely solely on the
representations contained in the Prospectus,
the Statement of Additional Information and the
supplemental information above mentioned. tc "
No person is authorized to make any
representations concerning shares except those
contained in the current Prospectus and
Statement of Additional Information and in
printed information subsequently issued by us
or the Fund as information supplemental to the
Prospectus and the Statement of Additional
Information. In purchasing sor offering shares
pursuant to this Agreement you shall rely
solely on the representations contained in the
Prospectus, the Statement of Additional
Information and the supplemental information
above mentioned."
9. PRIVATE You agree to deliver
to each purchaser making a purchase of shares
from or through you a copy of the Prospectus at
or prior to the time of offering or sale, and,
upon request, the Statement of Additional
Information. You may instruct the transfer
agent to register shares purchased in your name
and account as nominee for your customers. You
agree thereafter to deliver to any purchaser
whose shares you or your nominee are holding as
record holder copies of the annual and interim
reports and proxy solicitation materials and
any other information and materials relating to
the Trust and prepared by or on behalf of us,
the Funds or the investment adviser, custodian,
transfer agent or dividend disbursing agent for
distribution to beneficial holders of shares.
The Funds shall be responsible for the costs
associated with forwarding such reports,
materials and other information and shall
reimburse you in full for such costs. You
further agree to make reasonable efforts to
endeavor to obtain proxies from such purchasers
whose shares you or your nominee are holding as
record holder. You further agree to obtain
from each customer to whom you sell shares any
taxpayer identification number certification
required under Section 3406 of the Internal
Revenue Code of 1986, as amended (the "Code"),
and the regulations promulgated thereunder, and
to provide us or our designee with timely
written notice of any failure to obtain such
taxpayer identification number certification in
order to enable the implementation of any
required backup withholding in accordance with
Section 3406 of the Code and the regulations
thereunder. Additional copies of the
Prospectus, Statement of Additional
Information, annual or interim reports, proxy
solicitation materials and any such other
information and materials relating to the Trust
will be supplied to you in reasonable
quantities upon request. tc " You agree to
deliver to each purchaser making a purchase of
shares from you a copy of the Prospectus at or
prior to the time of offering or sale, and,
upon request, the Statement of Additional
Information. You may instruct the transfer
agent to register shares purchased in your name
and account as nominee for your customers. You
agree thereafter to deliver to any purchaser
whose shares you are holding as record holder
copies of the annual and interim reports and
proxy solicitation materials and any other
information and materials relating to the Fund
and prepared by or on behalf of us, the Fund or
its investment adviser, custodian, transfer
agent or dividend disbursing agent for
distribution to such customer. The Fund shall
be responsible for the costs associated with
forwarding such reports, materials and other
information and shall reimburse you in full for
such costs. You further agree to make
reasonable efforts to endeavor to obtain
proxies from such purchasers whose shares you
are holding as record holder. You further
agree to obtain from each customer to whom you
sell shares any taxpayer identification number
certification required under Section 3406 of
the Internal Revenue Code of 1986, as amended
(the \"Code\"), and the regulations promulgated
thereunder, and to provide us or our designee
with timely written notice of any failure to
obtain such taxpayer identification number
certification in order to enable the
implementation of any required backup
withholding in accordance with Section 3406 of
the Code and the regulations thereunder.
Additional copies of the Prospectus, Statement
of Additional Information, annual or interim
reports, proxy solicitation materials and any
such other information and materials relating
to the Fund will be supplied to you in
reasonable quantities upon request."
10. PRIVATE (a) In accordance
with the terms of the Prospectus, a reduced
sales charge may be available to customers,
depending on the amount of the investment or
proposed investment. In each case where a
reduced sales charge is applicable, you agree
to furnish to the transfer agent sufficient
information to permit confirmation of
qualification for a reduced sales charge, and
acceptance of the purchase order is subject to
such confirmation. Reduced sales charges may
be modified or terminated at any time in the
sole discretion of each Fund. tc " (a) In
accordance with the terms of the Prospectus, a
reduced sales charge may be available to
customers, depending on the amount of the
investment. In each case where a reduced sales
charge is applicable, you agree to furnish to
the transfer agent sufficient information to
permit confirmation of qualification for a
reduced sales charge, and acceptance of the
purchase order is subject to such confirmation.
Reduced sales charges may be modified or
terminated at any time in the sole discretion
of the Fund."
(b) PRIVATE You acknowledge that
certain classes of investors may be entitled to
purchase shares at net asset value without a
sales charge as provided in the Prospectus and
Statement of Additional Information. tc " You
acknowledge that certain classes of investors
may be entitled to purchase shares at net asset
value without a sales charge as provided in the
Prospectus and Statement of Additional
Information."
(c) PRIVATE You agree to advise
us promptly as to the amount of any and all
sales by you qualifying for a reduced sales
charge or no sales charge. tc " You agree to
advise us promptly as to the amount of any and
all sales by you qualifying for a reduced sales
charge or no sales charge."
(d) PRIVATE Exchanges (i.e., the
investment of the proceeds from the liquidation
of shares of one Series in the shares of
another Series, each of which is managed by the
same or an affiliated investment adviser)
shall, where available, be made in accordance
with the terms of each Prospectus. tc "
Exchanges (i.e., the investment of the proceeds
from the liquidation of shares of one fund in
the shares of another fund, each of which is
managed by the Fund's investment adviser)
shall, where available, be made in accordance
with the terms of each Prospectus."
11. PRIVATE We and each Fund
reserve the right in our discretion, without
notice, to suspend sales or withdraw the
offering of any shares entirely. Each party
hereto has the right to cancel the portions of
this Agreement to which it is party upon notice
to the other parties; provided, however, that
no cancellation shall affect any party's
obligations hereunder with respect to any
transactions or activities occurring prior to
the effective time of cancellation. We reserve
the right to amend this Agreement in any
respect effective on notice to you. tc " 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 part parties; provided;
however, that no cancellation shall affect any
party's obligations hereunder with respect to
any transactions or activities occurring prior
to the effective time of cancellation. We
reserve the right to amend this Agreement in
any respect effective on notice to you."
12. PRIVATE We shall have full
authority to take such action as we may deem
advisable in respect of all matters pertaining to
the continuous offering of shares. 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 12 is
intended to operate as, and the provisions of this
paragraph 12 shall not in any way whatsoever
constitute a waiver by you of compliance with, any
provisions of the 1933 Act or of the rules and
regulations of the Securities and Exchange
Commission issued thereunder. tc " We shall
have full authority to take such action as we may
deem advisable in respect of all matters
pertaining to the continuous offering of shares.
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 12 is intended to operate as, and the
provisions of this paragraph 12 shall not in any
way whatsoever constitute a waiver by you of
compliance with, any provisions of the 1933 Act or
of the rules and regulations of the Securities and
Exchange Commission issued thereunder."
13. PRIVATE You agree that:
(a) you shall not effect any transactions
(including, without limitation, any purchases
and tc " You agree that\: (a) you shall not
effect any transactions (including, without
limitation, any purchases and" redemptions) in
any shares registered in the name of, or
beneficially owned by, any customer unless such
customer has granted you full right, power and
authority to effect such transactions on his
behalf, (b) we shall have full authority to act
upon your express instructions to sell,
repurchase or exchange shares through us on
behalf of your customers under the terms and
conditions provided in the Prospectus and (c)
we, the Funds, the investment adviser, the
administrator, the transfer agent and our and
their respective officers, directors or
trustees, agents, employees and affiliates
shall not be liable for, and shall be fully
indemnified and held harmless by you from and
against, any and all claims, demands,
liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which
may be incurred by us or any of the foregoing
persons entitled to indemnification from you
hereunder arising out of or in connection with
(i) the execution of any transactions in shares
registered in the name of, or beneficially
owned by, any customer in reliance upon any
oral or written instructions believed to be
genuine and to have been given by or on behalf
of you, (ii) any statements or representations
that you or your employees or representatives
make concerning the Funds that are inconsistent
with the applicable Fund's Prospectus, (iii)
any written materials used by you or your
employees or representatives in connection with
making offers or sales of shares that were not
furnished by us, the Funds or the investment
adviser or an affiliate thereof and (iv) any
sale of shares of a Fund where the Fund or its
shares were not properly registered or
qualified for sale in any state, any U.S.
territory or the District of Columbia, when we
have indicated to you that the Fund or its
shares were not properly registered or
qualified. The indemnification agreement
contained in this Paragraph 13 shall survive
the termination of this Agreement.
14. PRIVATE You represent that:
(a) you are a member in good standing of the
National Association of Securities Dealers,
Inc. (the "NASD"), or, if a foreign dealer who
is not eligible for membership in the NASD,
that (i) you will not make any sales of shares
in, or to nationals of, the United States of
America, its territories or its possessions,
and (ii) in making any sales of shares you will
comply with the NASD's Conduct Rules and (b)
you are a member in good standing of the
Securities Investor Protection Corporation
("SIPC"). You agree that you will provide us
with timely written notice of any change in
your NASD or SIPC status. tc " You represent
that you are a member in good standing of the
National Association of Securities Dealers,
Inc. (the \"NASD\"), or, if a foreign dealer
who is not eligible for membership in the NASD,
that (a) you will not make any sales of shares
in, or to nationals of, the United States of
America, its territories or its possessions,
and (b) in making any sales of shares you will
comply with the NASD's Rules of Fair
Practice."
15. PRIVATE We shall inform you
as to the states or other jurisdictions in which
the Fund has advised us that 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 qualification to sell
shares in any jurisdiction.
16. Any claim, controversy,
dispute or deadlock arising under this Agreement
(collectively, a "Dispute") shall be settled by
arbitration administered under the rules of the
American Arbitration Association ("AAA") in New
York, New York. Any arbitration and award of
the arbitrators, or a majority of them, shall be
final and the judgment upon the award rendered
may be entered in any state or federal court
having jurisdiction. No punitive damages are to
be awarded.
17. PRIVATE All communications
to us should be sent, postage prepaid, to 00
Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx. Any notice to you
shall be duly given if mailed, telegraphed or
telecopied to you at the address specified by
you below. Communications regarding placement
of orders for shares should be sent, postage
prepaid, to First Data Investor Services Group,
Inc., X.X. Xxx 0000, Xxxxxxxxxxx, Xxxxxxxxxxxxx
00000-0000. tc " All communications to us
should be sent, postage prepaid, to 0 Xxxxx
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Attention\: Xxxxxx X. Xxxxxxx. Any notice to
you shall be duly given if mailed, telegraphed
or telecopied to you at the address specified
by you below. Communications regarding
placement of orders for shares should be sent,
postage prepaid, to The Shareholder Services
Group, Inc., X.X. Xxx 0000, Xxxxxx,
Xxxxxxxxxxxxx 00000-0000."
18. PRIVATE This Agreement
shall be binding upon both parties hereto when
signed by us and accepted by you in the space
provided below tc " This Agreement shall be
binding upon both parties hereto when signed by
us and accepted by you in the space provided
below until July 14, 1995 or such earlier date
upon negotiation of section 3 and 12 of this
agreement. " .
19. PRIVATE This Agreement
and the terms and conditions set forth herein
shall be governed by, and construed in
accordance with, the laws of the State of New
York. tc " This Agreement and the terms and
conditions set forth herein shall be governed
by, and construed in accordance with, the laws
of the State of New York."
CFBDS, INC.
By:
(Authorized
Signature)
Accepted:
Firm Name:
Address:
Accepted By (signature):
Name (print):
Title: Date:
G:\fundac\legal\funds\njmu\1999\secdocs\dealrag1
