XXXXX XXXXXX MUTUAL FUNDS
BROKER DEALER CONTRACT
CFBDS, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We, CFBDS, Inc. ("CFBDS"), have agreements with
certain investment companies for which SSB Citi Fund
Management LLC 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 Xxxxxxx 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., P.O. Box 5128, Westborough,
Massachusetts 01581-5128. 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., P.O. Box 9109, Boston, Massachusetts
02205-9109."
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:
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