▇▇▇▇▇▇ ARIZONA TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇ ARIZONA
TAX EXEMPT INCOME FUND, a Massachusetts business trust (the "Fund"), and
▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited
partnership ("▇▇▇▇▇▇").
WHEREAS, the Fund and ▇▇▇▇▇▇ are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ ARIZONA TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇ RETAIL
MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's Contract
to be signed in its behalf, all as of the day and year first above written.
▇▇▇▇▇▇ ARIZONA TAX EXEMPT
INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the
right, as principal, to sell shares of the Fund to investment dealers against
orders therefor (a) at the public offering price (calculated as described
below) less a discount determined by ▇▇▇▇▇▇, which discount shall not exceed
the amount of the sales charge referred to below, or (b) at net asset value.
Upon receipt of an order to purchase Fund shares from an investment dealer
with whom ▇▇▇▇▇▇ has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares
from the Fund to fill such order. The public offering price of a class of
shares shall be the net asset value of such shares then in effect, plus any
applicable front-end sales charge determined in the manner set forth in the
then current Prospectus and Statement of Additional Information of the Fund or
as permitted by the Investment Company Act of 1940, as amended, and the Rules
and Regulations of the Securities and Exchange Commission promulgated
thereunder. In no event shall the public offering price exceed 1000/915ths of
such net asset value, and in no event shall any applicable sales charge exceed
8 1/2% of the public offering price. The net asset value of the shares shall
be determined in the manner provided in the Agreement and Declaration of Trust
of the Fund as then amended and when determined shall be applicable to
transactions as provided for in the then current Prospectus and Statement of
Additional Information of the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Fund may from time to time
determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in
proper form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions
to the Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in
connection with the repurchase of shares by the Fund upon the terms and
conditions set forth in the then current Prospectus and Statement of
Additional Information of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability in
such an amount as the Trustees of the Fund may from time to time reasonably
request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale
under the so-called "Blue Sky" laws of any state (except expenses of any
action by the Trust relating to its Agreement and Declaration of Trust or
other matters approved by the Trustees), and expenses of preparing, printing
and distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be
responsible for any expenses of registering shares under the Securities Act of
1933, as amended, or the preparation, printing and distribution of
Prospectuses, Statements of Additional Information and shareholders' reports,
except that ▇▇▇▇▇▇ will pay the cost of the printing and distributing any
Prospectuses, Statements of Additional Information and shareholders' reports
used by it and by others in the offer or sale of shares to persons who, at the
time of such offer or sale were not already shareholders of the Fund, to the
extent such cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless
the Fund and each person who has been, is, or may hereafter be a Trustee of
the Fund against expenses reasonably incurred by any of them in connection
with any claim or in connection with any action, suit or proceeding to which
any of them may be a party, which arises out of or is alleged to arise out of
any misrepresentation or omission to state a material fact, or out of any
alleged misrepresentation or omission to state a material fact, on the part of
▇▇▇▇▇▇ or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts
▇▇▇▇▇▇ is responsible or is alleged to be responsible unless such
misrepresentation or omission was made in reliance upon written information
furnished by the Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold
harmless the Fund and each such person in connection with any claim or in
connection with any action, suit or proceeding which arises out of or is
alleged to arise out of ▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to
exercise reasonable care and diligence with respect to its services rendered
in connection with investment, reinvestment, automatic withdrawal and other
plans for shares. The term "expenses" includes amounts paid in satisfaction of
judgments or in settlements which are made with ▇▇▇▇▇▇'▇ consent. The
foregoing rights of indemnification shall be in addition to any other rights
to which the Fund or a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the
"affirmative vote of a majority of the outstanding shares of the Fund" means
the affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
▇▇▇▇▇▇ FLORIDA TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇ FLORIDA
TAX EXEMPT INCOME FUND, a Massachusetts business trust (the "Fund"), and
▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited
partnership ("▇▇▇▇▇▇").
WHEREAS, the Fund and ▇▇▇▇▇▇ are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ FLORIDA TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇ RETAIL
MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's Contract
to be signed in its behalf, all as of the day and year first above written.
▇▇▇▇▇▇ FLORIDA TAX EXEMPT
INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
Associate Treasurer and Principal
Executive Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the right,
as principal, to sell shares of the Fund to investment dealers against orders
therefor (a) at the public offering price (calculated as described below) less
a discount determined by ▇▇▇▇▇▇, which discount shall not exceed the amount of
the sales charge referred to below, or (b) at net asset value. Upon receipt of
an order to purchase Fund shares from an investment dealer with whom ▇▇▇▇▇▇
has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares from the Fund to
fill such order. The public offering price of a class of shares shall be the
net asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current Prospectus
and Statement of Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net asset value,
and in no event shall any applicable sales charge exceed 8 1/2% of the public
offering price. The net asset value of the shares shall be determined in the
manner provided in the Agreement and Declaration of Trust of the Fund as then
amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information of
the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Fund may from time to time
determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in
proper form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions
to the Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in connection
with the repurchase of shares by the Fund upon the terms and conditions set
forth in the then current Prospectus and Statement of Additional Information
of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability
in such an amount as the Trustees of the Fund may from time to time
reasonably request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale under
the so-called "Blue Sky" laws of any state (except expenses of any action by
the Trust relating to its Agreement and Declaration of Trust or other matters
approved by the Trustees), and expenses of preparing, printing and
distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be responsible
for any expenses of registering shares under the Securities Act of 1933, as
amended, or the preparation, printing and distribution of Prospectuses,
Statements of Additional Information and shareholders' reports, except that
▇▇▇▇▇▇ will pay the cost of the printing and distributing any Prospectuses,
Statements of Additional Information and shareholders' reports used by it and
by others in the offer or sale of shares to persons who, at the time of such
offer or sale were not already shareholders of the Fund, to the extent such
cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless the
Fund and each person who has been, is, or may hereafter be a Trustee of the
Fund against expenses reasonably incurred by any of them in connection with
any claim or in connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact, or out of any alleged
misrepresentation or omission to state a material fact, on the part of ▇▇▇▇▇▇
or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts ▇▇▇▇▇▇
is responsible or is alleged to be responsible unless such misrepresentation
or omission was made in reliance upon written information furnished by the
Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold harmless the Fund and
each such person in connection with any claim or in connection with any
action, suit or proceeding which arises out of or is alleged to arise out of
▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to exercise reasonable care and
diligence with respect to its services rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for shares. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements which are made with ▇▇▇▇▇▇'▇ consent. The foregoing rights of
indemnification shall be in addition to any other rights to which the Fund or
a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇
MASSACHUSETTS TAX EXEMPT INCOME FUND, a Massachusetts business trust (the
"Fund"), and ▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts
limited partnership ("▇▇▇▇▇▇").
WHEREAS, the Fund and ▇▇▇▇▇▇ are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇
RETAIL MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's
Contract to be signed in its behalf, all as of the day and year first above
written.
▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT
INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the right,
as principal, to sell shares of the Fund to investment dealers against orders
therefor (a) at the public offering price (calculated as described below) less
a discount determined by ▇▇▇▇▇▇, which discount shall not exceed the amount of
the sales charge referred to below, or (b) at net asset value. Upon receipt of
an order to purchase Fund shares from an investment dealer with whom ▇▇▇▇▇▇
has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares from the Fund to
fill such order. The public offering price of a class of shares shall be the
net asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current Prospectus
and Statement of Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net asset value,
and in no event shall any applicable sales charge exceed 8 1/2% of the public
offering price. The net asset value of the shares shall be determined in the
manner provided in the Agreement and Declaration of Trust of the Fund as then
amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information of
the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Fund may from time to time
determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in
proper form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions
to the Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in connection
with the repurchase of shares by the Fund upon the terms and conditions set
forth in the then current Prospectus and Statement of Additional Information
of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability in
such an amount as the Trustees of the Fund may from time to time reasonably
request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale under
the so-called "Blue Sky" laws of any state (except expenses of any action by
the Trust relating to its Agreement and Declaration of Trust or other matters
approved by the Trustees), and expenses of preparing, printing and
distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be responsible
for any expenses of registering shares under the Securities Act of 1933, as
amended, or the preparation, printing and distribution of Prospectuses,
Statements of Additional Information and shareholders' reports, except that
▇▇▇▇▇▇ will pay the cost of the printing and distributing any Prospectuses,
Statements of Additional Information and shareholders' reports used by it and
by others in the offer or sale of shares to persons who, at the time of such
offer or sale were not already shareholders of the Fund, to the extent such
cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless the
Fund and each person who has been, is, or may hereafter be a Trustee of the
Fund against expenses reasonably incurred by any of them in connection with
any claim or in connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact, or out of any alleged
misrepresentation or omission to state a material fact, on the part of ▇▇▇▇▇▇
or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts ▇▇▇▇▇▇
is responsible or is alleged to be responsible unless such misrepresentation
or omission was made in reliance upon written information furnished by the
Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold harmless the Fund and
each such person in connection with any claim or in connection with any
action, suit or proceeding which arises out of or is alleged to arise out of
▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to exercise reasonable care and
diligence with respect to its services rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for shares. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements which are made with ▇▇▇▇▇▇'▇ consent. The foregoing rights of
indemnification shall be in addition to any other rights to which the Fund or
a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
▇▇▇▇▇▇ MICHIGAN TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇ MICHIGAN
TAX EXEMPT INCOME FUND, a Massachusetts business trust (the "Fund"), and
▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited
partnership ("Putnam").
WHEREAS, the Fund and Putnam are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ MICHIGAN TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇
RETAIL MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's
Contract to be signed in its behalf, all as of the day and year first above
written.
▇▇▇▇▇▇ MICHIGAN TAX EXEMPT
INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the right,
as principal, to sell shares of the Fund to investment dealers against orders
therefor (a) at the public offering price (calculated as described below) less
a discount determined by ▇▇▇▇▇▇, which discount shall not exceed the amount of
the sales charge referred to below, or (b) at net asset value. Upon receipt of
an order to purchase Fund shares from an investment dealer with whom ▇▇▇▇▇▇
has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares from the Fund to
fill such order. The public offering price of a class of shares shall be the
net asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current Prospectus
and Statement of Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net asset value,
and in no event shall any applicable sales charge exceed 8 1/2% of the public
offering price. The net asset value of the shares shall be determined in the
manner provided in the Agreement and Declaration of Trust of the Fund as then
amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information of
the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Fund may from time to time
determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in
proper form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions
to the Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in
connection with the repurchase of shares by the Fund upon the terms and
conditions set forth in the then current Prospectus and Statement of
Additional Information of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability in
such an amount as the Trustees of the Fund may from time to time reasonably
request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale
under the so-called "Blue Sky" laws of any state (except expenses of any
action by the Trust relating to its Agreement and Declaration of Trust or
other matters approved by the Trustees), and expenses of preparing, printing
and distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be
responsible for any expenses of registering shares under the Securities Act of
1933, as amended, or the preparation, printing and distribution of
Prospectuses, Statements of Additional Information and shareholders' reports,
except that ▇▇▇▇▇▇ will pay the cost of the printing and distributing any
Prospectuses, Statements of Additional Information and shareholders' reports
used by it and by others in the offer or sale of shares to persons who, at the
time of such offer or sale were not already shareholders of the Fund, to the
extent such cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless
the Fund and each person who has been, is, or may hereafter be a Trustee of
the Fund against expenses reasonably incurred by any of them in connection
with any claim or in connection with any action, suit or proceeding to which
any of them may be a party, which arises out of or is alleged to arise out of
any misrepresentation or omission to state a material fact, or out of any
alleged misrepresentation or omission to state a material fact, on the part of
▇▇▇▇▇▇ or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts
▇▇▇▇▇▇ is responsible or is alleged to be responsible unless such
misrepresentation or omission was made in reliance upon written information
furnished by the Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold
harmless the Fund and each such person in connection with any claim or in
connection with any action, suit or proceeding which arises out of or is
alleged to arise out of ▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to
exercise reasonable care and diligence with respect to its services rendered
in connection with investment, reinvestment, automatic withdrawal and other
plans for shares. The term "expenses" includes amounts paid in satisfaction of
judgments or in settlements which are made with ▇▇▇▇▇▇'▇ consent. The
foregoing rights of indemnification shall be in addition to any other rights
to which the Fund or a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇ MINNESOTA
TAX EXEMPT INCOME FUND, a Massachusetts business trust (the "Fund"), and
▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited
partnership ("Putnam").
WHEREAS, the Fund and Putnam are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇
RETAIL MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's
Contract to be signed in its behalf, all as of the day and year first above
written.
▇▇▇▇▇▇ MINNESOTA TAX EXEMPT
INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the right,
as principal, to sell shares of the Fund to investment dealers against orders
therefor (a) at the public offering price (calculated as described below) less
a discount determined by ▇▇▇▇▇▇, which discount shall not exceed the amount of
the sales charge referred to below, or (b) at net asset value. Upon receipt of
an order to purchase Fund shares from an investment dealer with whom ▇▇▇▇▇▇
has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares from the Fund to
fill such order. The public offering price of a class of shares shall be the
net asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current Prospectus
and Statement of Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net asset value,
and in no event shall any applicable sales charge exceed 8 1/2% of the public
offering price. The net asset value of the shares shall be determined in the
manner provided in the Agreement and Declaration of Trust of the Fund as then
amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information of
the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Fund may from time to time
determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in
proper form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions
to the Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in connection
with the repurchase of shares by the Fund upon the terms and conditions set
forth in the then current Prospectus and Statement of Additional Information
of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability in
such an amount as the Trustees of the Fund may from time to time reasonably
request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale under
the so-called "Blue Sky" laws of any state (except expenses of any action by
the Trust relating to its Agreement and Declaration of Trust or other matters
approved by the Trustees), and expenses of preparing, printing and
distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be responsible
for any expenses of registering shares under the Securities Act of 1933, as
amended, or the preparation, printing and distribution of Prospectuses,
Statements of Additional Information and shareholders' reports, except that
▇▇▇▇▇▇ will pay the cost of the printing and distributing any Prospectuses,
Statements of Additional Information and shareholders' reports used by it and
by others in the offer or sale of shares to persons who, at the time of such
offer or sale were not already shareholders of the Fund, to the extent such
cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless the
Fund and each person who has been, is, or may hereafter be a Trustee of the
Fund against expenses reasonably incurred by any of them in connection with
any claim or in connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact, or out of any alleged
misrepresentation or omission to state a material fact, on the part of ▇▇▇▇▇▇
or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts ▇▇▇▇▇▇
is responsible or is alleged to be responsible unless such misrepresentation
or omission was made in reliance upon written information furnished by the
Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold harmless the Fund and
each such person in connection with any claim or in connection with any
action, suit or proceeding which arises out of or is alleged to arise out of
▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to exercise reasonable care and
diligence with respect to its services rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for shares. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements which are made with ▇▇▇▇▇▇'▇ consent. The foregoing rights of
indemnification shall be in addition to any other rights to which the Fund or
a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇ MINNESOTA
TAX EXEMPT INCOME FUND, a Massachusetts business trust (the "Fund"), and
▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited
partnership ("Putnam").
WHEREAS, the Fund and Putnam are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇
RETAIL MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's
Contract to be signed in its behalf, all as of the day and year first above
written.
▇▇▇▇▇▇ MINNESOTA TAX EXEMPT
INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the right,
as principal, to sell shares of the Fund to investment dealers against orders
therefor (a) at the public offering price (calculated as described below) less
a discount determined by ▇▇▇▇▇▇, which discount shall not exceed the amount of
the sales charge referred to below, or (b) at net asset value. Upon receipt of
an order to purchase Fund shares from an investment dealer with whom ▇▇▇▇▇▇
has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares from the Fund to
fill such order. The public offering price of a class of shares shall be the
net asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current Prospectus
and Statement of Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net asset value,
and in no event shall any applicable sales charge exceed 8 1/2% of the public
offering price. The net asset value of the shares shall be determined in the
manner provided in the Agreement and Declaration of Trust of the Fund as then
amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information of
the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as amended,
and the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at the
public offering price or at net asset value to such persons and upon such
conditions as the Trustees of the Fund may from time to time determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in proper
form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions to the
Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in connection
with the repurchase of shares by the Fund upon the terms and conditions set
forth in the then current Prospectus and Statement of Additional Information
of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability in
such an amount as the Trustees of the Fund may from time to time reasonably
request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale under
the so-called "Blue Sky" laws of any state (except expenses of any action by
the Trust relating to its Agreement and Declaration of Trust or other matters
approved by the Trustees), and expenses of preparing, printing and
distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be responsible
for any expenses of registering shares under the Securities Act of 1933, as
amended, or the preparation, printing and distribution of Prospectuses,
Statements of Additional Information and shareholders' reports, except that
▇▇▇▇▇▇ will pay the cost of the printing and distributing any Prospectuses,
Statements of Additional Information and shareholders' reports used by it and
by others in the offer or sale of shares to persons who, at the time of such
offer or sale were not already shareholders of the Fund, to the extent such
cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless the
Fund and each person who has been, is, or may hereafter be a Trustee of the
Fund against expenses reasonably incurred by any of them in connection with
any claim or in connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact, or out of any alleged
misrepresentation or omission to state a material fact, on the part of ▇▇▇▇▇▇
or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts ▇▇▇▇▇▇
is responsible or is alleged to be responsible unless such misrepresentation
or omission was made in reliance upon written information furnished by the
Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold harmless the Fund and
each such person in connection with any claim or in connection with any
action, suit or proceeding which arises out of or is alleged to arise out of
▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to exercise reasonable care and
diligence with respect to its services rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for shares. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements which are made with ▇▇▇▇▇▇'▇ consent. The foregoing rights of
indemnification shall be in addition to any other rights to which the Fund or
a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
▇▇▇▇▇▇ OHIO TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇ OHIO TAX
EXEMPT INCOME FUND, a Massachusetts business trust (the "Fund"), and ▇▇▇▇▇▇
RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited partnership
("Putnam").
WHEREAS, the Fund and Putnam are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ OHIO TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇ RETAIL
MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's Contract
to be signed in its behalf, all as of the day and year first above written.
▇▇▇▇▇▇ OHIO TAX EXEMPT INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the right,
as principal, to sell shares of the Fund to investment dealers against orders
therefor (a) at the public offering price (calculated as described below) less
a discount determined by ▇▇▇▇▇▇, which discount shall not exceed the amount of
the sales charge referred to below, or (b) at net asset value. Upon receipt of
an order to purchase Fund shares from an investment dealer with whom ▇▇▇▇▇▇
has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares from the Fund to
fill such order. The public offering price of a class of shares shall be the
net asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current Prospectus
and Statement of Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net asset value,
and in no event shall any applicable sales charge exceed 8 1/2% of the public
offering price. The net asset value of the shares shall be determined in the
manner provided in the Agreement and Declaration of Trust of the Fund as then
amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information of
the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Fund may from time to time
determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in
proper form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions
to the Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in connection
with the repurchase of shares by the Fund upon the terms and conditions set
forth in the then current Prospectus and Statement of Additional Information
of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability in
such an amount as the Trustees of the Fund may from time to time reasonably
request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale under
the so-called "Blue Sky" laws of any state (except expenses of any action by
the Trust relating to its Agreement and Declaration of Trust or other matters
approved by the Trustees), and expenses of preparing, printing and
distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be responsible
for any expenses of registering shares under the Securities Act of 1933, as
amended, or the preparation, printing and distribution of Prospectuses,
Statements of Additional Information and shareholders' reports, except that
▇▇▇▇▇▇ will pay the cost of the printing and distributing any Prospectuses,
Statements of Additional Information and shareholders' reports used by it and
by others in the offer or sale of shares to persons who, at the time of such
offer or sale were not already shareholders of the Fund, to the extent such
cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless the
Fund and each person who has been, is, or may hereafter be a Trustee of the
Fund against expenses reasonably incurred by any of them in connection with
any claim or in connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact, or out of any alleged
misrepresentation or omission to state a material fact, on the part of ▇▇▇▇▇▇
or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts ▇▇▇▇▇▇
is responsible or is alleged to be responsible unless such misrepresentation
or omission was made in reliance upon written information furnished by the
Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold harmless the Fund and
each such person in connection with any claim or in connection with any
action, suit or proceeding which arises out of or is alleged to arise out of
▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to exercise reasonable care and
diligence with respect to its services rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for shares. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements which are made with ▇▇▇▇▇▇'▇ consent. The foregoing rights of
indemnification shall be in addition to any other rights to which the Fund or
a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
▇▇▇▇▇▇ PENNSYLVANIA TAX EXEMPT INCOME FUND
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 10, 2005, by and between ▇▇▇▇▇▇
PENNSYLVANIA TAX EXEMPT INCOME FUND, a Massachusetts business trust (the
"Fund"), and ▇▇▇▇▇▇ RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts
limited partnership ("Putnam").
WHEREAS, the Fund and Putnam are desirous of entering into this agreement
to provide for the distribution by ▇▇▇▇▇▇ of shares of the Fund;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Terms and Conditions of Distributor's Contract attached to and forming a
part of this Contract (the "Terms and Conditions"), the Fund hereby
appoints ▇▇▇▇▇▇ as a distributor of shares of the Fund, and ▇▇▇▇▇▇ hereby
accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ PENNSYLVANIA TAX EXEMPT INCOME FUND and ▇▇▇▇▇▇
RETAIL MANAGEMENT LIMITED PARTNERSHIP have each caused this Distributor's
Contract to be signed in its behalf, all as of the day and year first above
written.
▇▇▇▇▇▇ PENNSYLVANIA TAX EXEMPT
INCOME FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, Associate
Treasurer and Principal Executive
Officer
▇▇▇▇▇▇ RETAIL MANAGEMENT
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its shares of beneficial interest ("shares")
hereunder for any reason deemed adequate by it.
2. Payments to ▇▇▇▇▇▇. In connection with the distribution of shares of the
Fund, ▇▇▇▇▇▇ will be entitled to receive: (a) payments pursuant to any
Distribution Plan and Agreement from time to time in effect between the Fund
and ▇▇▇▇▇▇ with respect to the Fund or any particular class of shares of the
Fund, (b) any contingent deferred sales charges applicable to the redemption
of shares of the Fund or of any particular class of shares of the Fund,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of the Fund and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of the Fund or of any particular class of shares of the Fund,
less any applicable dealer discount.
3. Sales of Shares to ▇▇▇▇▇▇ and Sales by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will have the right,
as principal, to sell shares of the Fund to investment dealers against orders
therefor (a) at the public offering price (calculated as described below) less
a discount determined by ▇▇▇▇▇▇, which discount shall not exceed the amount of
the sales charge referred to below, or (b) at net asset value. Upon receipt of
an order to purchase Fund shares from an investment dealer with whom ▇▇▇▇▇▇
has a Sales Contract, ▇▇▇▇▇▇ will promptly purchase shares from the Fund to
fill such order. The public offering price of a class of shares shall be the
net asset value of such shares then in effect, plus any applicable front-end
sales charge determined in the manner set forth in the then current Prospectus
and Statement of Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net asset value,
and in no event shall any applicable sales charge exceed 8 1/2% of the public
offering price. The net asset value of the shares shall be determined in the
manner provided in the Agreement and Declaration of Trust of the Fund as then
amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information of
the Fund.
▇▇▇▇▇▇ will also have the right, as principal, to purchase shares from the
Fund at their net asset value and to sell such shares to the public against
orders therefor at the public offering price or at net asset value.
▇▇▇▇▇▇ will also have the right, as principal, to sell shares at their net
asset value and not subject to a contingent deferred sales charge to such
persons as may be approved by the Trustees of the Fund, all such sales to
comply with the provisions of the Investment Company Act of 1940, as
amended, and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
▇▇▇▇▇▇ will also have the right, as agent for the Fund, to sell shares at
the public offering price or at net asset value to such persons and upon
such conditions as the Trustees of the Fund may from time to time
determine.
On every sale the Fund shall receive the applicable net asset value of the
shares. ▇▇▇▇▇▇ will reimburse the Fund for any increased issue tax paid on
account of sales charges. Upon receipt of registration instructions in
proper form and payment for shares, ▇▇▇▇▇▇ will transmit such instructions
to the Fund or its agent for registration of the shares purchased.
4. Sales of Shares by the Fund. The Fund reserves the right to issue shares
at any time directly to its shareholders as a stock dividend or stock split
and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇
at not less than net asset value.
5. Repurchase of Shares. ▇▇▇▇▇▇ will act as agent for the Fund in connection
with the repurchase of shares by the Fund upon the terms and conditions set
forth in the then current Prospectus and Statement of Additional Information
of the Fund.
6. Basis of Purchases and Sales of Shares. ▇▇▇▇▇▇ will use its best efforts
to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to
sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against
orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the
Fund except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Fund.
7. Rules of NASD, etc. ▇▇▇▇▇▇ will conform to the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and the sale of
securities laws of any jurisdiction in which it sells, directly or indirectly,
any shares. ▇▇▇▇▇▇ also agrees to furnish to the Fund sufficient copies of any
agreements or plans it intends to use in connection with any sales of shares
in adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until so filed and
cleared.
8. ▇▇▇▇▇▇ Independent Contractor. ▇▇▇▇▇▇ shall be an independent contractor
and neither ▇▇▇▇▇▇ nor any of its officers or employees as such is or shall be
an employee of the Fund. ▇▇▇▇▇▇ is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. ▇▇▇▇▇▇
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
▇▇▇▇▇▇ will maintain at its own expense insurance against public liability in
such an amount as the Trustees of the Fund may from time to time reasonably
request.
9. Expenses. ▇▇▇▇▇▇ will pay all expenses of qualifying shares for sale under
the so-called "Blue Sky" laws of any state (except expenses of any action by
the Trust relating to its Agreement and Declaration of Trust or other matters
approved by the Trustees), and expenses of preparing, printing and
distributing advertising and sales literature. ▇▇▇▇▇▇ shall not be responsible
for any expenses of registering shares under the Securities Act of 1933, as
amended, or the preparation, printing and distribution of Prospectuses,
Statements of Additional Information and shareholders' reports, except that
▇▇▇▇▇▇ will pay the cost of the printing and distributing any Prospectuses,
Statements of Additional Information and shareholders' reports used by it and
by others in the offer or sale of shares to persons who, at the time of such
offer or sale were not already shareholders of the Fund, to the extent such
cost is not paid by others.
10. Indemnification of Fund. ▇▇▇▇▇▇ agrees to indemnify and hold harmless the
Fund and each person who has been, is, or may hereafter be a Trustee of the
Fund against expenses reasonably incurred by any of them in connection with
any claim or in connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact, or out of any alleged
misrepresentation or omission to state a material fact, on the part of ▇▇▇▇▇▇
or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts ▇▇▇▇▇▇
is responsible or is alleged to be responsible unless such misrepresentation
or omission was made in reliance upon written information furnished by the
Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold harmless the Fund and
each such person in connection with any claim or in connection with any
action, suit or proceeding which arises out of or is alleged to arise out of
▇▇▇▇▇▇'▇ (or an affiliate of ▇▇▇▇▇▇'▇) failure to exercise reasonable care and
diligence with respect to its services rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for shares. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements which are made with ▇▇▇▇▇▇'▇ consent. The foregoing rights of
indemnification shall be in addition to any other rights to which the Fund or
a Trustee may be entitled as a matter of law.
11. Assignment Terminates this Contract; Amendments of this Contract. This
Contract shall automatically terminate, without the payment of any penalty, in
the event of its assignment. This Contract may be amended only if such
amendment be approved either by action of the Trustees of the Fund or at a
meeting of the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and by a majority of the Trustees of
the Fund who are not interested persons of the Fund or of ▇▇▇▇▇▇ by vote cast
in person at a meeting called for the purpose of voting on such approval.
12. Effective Period and Termination of this Contract. This Contract shall
take effect upon the date first above written and shall remain in full force
and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated as follows:
(a) Either by the Fund or ▇▇▇▇▇▇ by not more than sixty (60) days' nor less
than ten (10) days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party; or
(b) If the continuance of this Contract is not specifically approved at
least annually by the Trustees of the Fund or the shareholders of the Fund
by the affirmative vote of a majority of the outstanding shares of the
Fund, and by a majority of the Trustees of the Fund who are not interested
persons of the Fund or of ▇▇▇▇▇▇ by vote cast in person at a meeting called
for the purpose of voting on such approval, then this Contract shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of its
Trustees or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund. The requirement under (b) above that continuance of
this Contract be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940,
as amended, and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without
the payment of any penalty.
13. Certain Definitions. For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Fund, (a) of the holders of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act
of 1940, as amended, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
