KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND
DISTRIBUTION AGREEMENT
AGREEMENT made as of this 11th day of December, 1996 by and between
KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND, a Massachusetts business trust
("Fund"), and Evergreen Keystone Distributor, Inc., a Delaware corporation ("
Distributor").
WHEREAS, the Fund wishes to arrange for the sale of shares of
beneficial interest of the Fund ("Shares"); and
The Distributor wishes to act as a principal underwriter of the Shares:
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein provided for, the Fund and the Distributor hereby agree as
follows:
1. The Fund appoints the Distributor to act as principal un derwriter
of the Shares as an independent contractor in such states as the Fund may from
time to time designate and on the terms and conditions herein contained. Except
as the Fund may from time to time agree, the Distributor will act as agent for
the Fund and not as principal.
2. The Distributor will have the right to obtain subscrip tions for and
to sell Shares as agent of the Fund and in so doing may retain and employ
representatives to promote distribution of the Shares and may obtain orders from
brokers or dealers or others for sales of Shares to them. No such
representative, dealer or broker shall have any authority to act as agent for
the Fund. The Distributor does not undertake hereby to buy or to find purchasers
for any specific number of Shares.
3. All subscriptions and sales of Shares by the Distributor hereunder
shall be at the net asset value of the Shares in accord ance with the provisions
of the Declaration of Trust, By-laws and the current prospectus and statement of
additional information of the Fund. All orders shall be subject to acceptance by
the Fund, and the Fund reserves the right in its sole discretion to reject any
order received. The Fund shall not be liable to anyone for failure to accept any
order.
4. Payment for Shares shall be in cash, check, money order or Federal
Funds received by the Distributor within seven (7) days after notice of
acceptance of the purchase order and notice of the amount of the applicable
public offering price has been given to the purchaser. If such payment is not
received within such seven- day period, the Fund reserves the right, without
further notice, forth-with to cancel its acceptance of any such order. The Fund
shall pay such issue taxes as may be required by law in connection with the
issue of the Shares.
5. Nothing herein shall prevent the Fund from issuing, or issuing and
selling, or transferring Shares to holders of Shares as dividends or as
distributions of realized capital gains through one or more other principal
underwriters or otherwise for not less than net asset value.
6. The Distributor shall not make, or permit any representa tive,
broker or dealer to make, in connection with any sale or solicitation of a sale
of the Shares, any representations concerning the Shares except those contained
in the then current prospectus and statement of additional information covering
the Shares and in printed information approved by the Fund as information
supplemental to such prospectus and statement of additional information. Copies
of the then effective prospectus and statement of additional information and any
such printed supplemental information will be supplied by the Fund to the
Distributor in reasonable quantities upon request.
7. The Distributor covenants and agrees that it will in all respects
duly conform with all state and federal laws applicable to the sale of the
Shares and will indemnify and hold harmless the Fund, and each person who has
been, is or may hereafter be a Trust ee or officer 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, on the part of the Distributor or any other person for
whose acts the Distributor is responsible or is alleged to be responsible,
unless such misrepresentation or omission was made in reliance upon written
information furnished by the Fund. The term "expenses" includes amounts paid in
satisfaction of judgments or in settlement. The foregoing right of
indemnification shall be in addition to any other rights to which the Fund or
any such Trustee or officer may be entitled as a matter of law.
8. The Fund agrees to execute such papers and to do such acts and
things as shall from time to time be reasonably requested by the Distributor for
the purpose of qualifying the Shares for sale under the so-called "blue sky"
laws of any state or for registering and maintaining the registration of the
Fund and of the Shares under the Securities Act of 1933 and the Investment
Company Act of 1940. The Distributor shall bear the expenses of preparing,
printing and distributing advertising and sales literature and prospectuses used
by it (apart from expenses of registering Shares under the Securities Act and
Investment Company Act, qualifying Shares for sale under the so-called "blue
sky" laws of any state and the preparation and printing of prospectuses and
statements of additional information and reports required to be filed with the
Securities and Exchange Commission by such Acts and the direct expenses of the
issuance of Shares).
9. This Agreement shall continue in effect for two years from the date
set forth above and from year to year thereafter if its terms and its
continuance are approved annually by a vote of a majority of the Trustees who
are not parties to this Agreement or "interested persons" of any such party cast
in person at a meeting called for the purpose of voting on such approval and if
such con tinuance is also approved annually by the Board of Trustees of the Fund
or by a vote of a majority of the outstanding voting Shares of the Fund;
provided, however, that (1) this Agreement may at any time be terminated without
the payment of any penalty by the Fund on 60 days' written notice to the
Distributor, (2) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Investment Company Act of 1940) and (3)
this Agreement may be terminated by the Distributor on 90 days' written notice
to the Fund. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party. This Agreement may be amended at any time by mutual consent of the
parties.
10. This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts.
11. A copy of the 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 this instrument are not binding
upon the Trustees or holders of shares of the Fund individually but are binding
only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Boston,
Massachusetts, on the day and year first written above.
KEYSTONE INSTITUTIONAL ADJUSTABLE
RATE FUND
By: /s/ Xxxxxx X. Xxxxxxx
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EVERGREEN KEYSTONE DISTRIBUTOR, INC.
By: /s/ J. Xxxxx Xxxxx
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