XXXXXX FUNDS TRUST
DISTRIBUTOR'S CONTRACT
Distributor's Contract dated June 7, 1996, as revised [ ], 2003, by
and between XXXXXX FUNDS TRUST, a Massachusetts business trust (the
"Trust"), and XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP, a
Massachusetts limited partnership ("Putnam").
WHEREAS, the Trust and Putnam are desirous of entering into this
agreement to provide for the distribution by Xxxxxx of shares of the
various portfolio series of the Trust (each a "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 Trust
hereby appoints Xxxxxx as a distributor of shares of the Trust, and
Xxxxxx hereby accepts such appointment, all as set forth in the Terms
and Conditions.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust 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 relevant Fund.
IN WITNESS WHEREOF, XXXXXX FUNDS TRUST and XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP have each caused this Distributor's Contract to be
signed in duplicate in its behalf, all as of the day and year first
above written.
XXXXXX FUNDS TRUST
By: _______________________________________
Executive Vice President
XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP
By: _______________________________________
President
TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT
1. Reservation of Right Not to Sell. The Trust reserves the right to
refuse at any time or times to sell hereunder any shares of beneficial
interest ("shares") of a Fund for any reason deemed adequate by it.
2. Payments to Xxxxxx. In connection with the distribution of shares of
a Fund, Xxxxxx will be entitled to receive: (a) payments pursuant to
any Distribution Plan and Agreement from time to time in effect between
the Trust and Xxxxxx with respect to such Fund or any particular class
of shares of such Fund, (b) any contingent deferred sales charges
applicable to the redemption of shares of such Fund or of any particular
class of shares of such Fund, determined in the manner set forth in the
then current Prospectus and Statement of Additional Information of such
Fund and (c) subject to the provisions of Section 3 below, any front-end
sales charges applicable to the sale of shares of such Fund or of any
particular class of shares of such Fund, less any applicable dealer
discount.
3. Sales of Shares to Xxxxxx and Sales by Xxxxxx. Xxxxxx will have the
right, as principal, to sell shares of a Fund to investment dealers
against orders therefor (a) at the public offering price (calculated as
described below) less a discount determined by Xxxxxx, 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 shares
from an investment dealer with whom Xxxxxx has a Sales Contract, Xxxxxx
will promptly purchase shares from the relevant Fund to fill such order.
The public offering price of a class of shares of a Fund 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 Trust 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 relevant Fund.
Xxxxxx will also have the right, as principal, to purchase shares from
a 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.
Xxxxxx 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 Trust, 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.
Xxxxxx will also have the right, as agent for the Trust, 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 Trust may from time to time
determine.
On every sale the Trust shall receive the applicable net asset value of
the shares. Xxxxxx will reimburse the Trust for any increased issue tax
paid on account of sales charges. Upon receipt of registration
instructions in proper form and payment for shares, Xxxxxx will transmit
such instructions to the Trust or its agent for registration of the
shares purchased.
4. Sales of Shares by the Trust. The Trust 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 Xxxxxx at not less than net asset value.
5. Repurchase of Shares. Xxxxxx will act as agent for the Trust in
connection with the repurchase of shares by the Trust upon the terms and
conditions set forth in the then current Prospectus and Statement of
Additional Information of the relevant Fund.
6. Basis of Purchases and Sales of Shares. Xxxxxx will use its best
efforts to place shares sold by it on an investment basis. Xxxxxx does
not agree to sell any specific number of shares. Shares will be sold by
Xxxxxx only against orders therefor. Xxxxxx will not purchase shares
from anyone other than the Trust or a 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 Trust.
7. Rules of NASD, etc. Xxxxxx 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. Xxxxxx also agrees to furnish to the Trust
sufficient copies of any agreements or plans it intends to use in
connection with any sales of shares in adequate time for the Trust 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. Xxxxxx Independent Contractor. Xxxxxx shall be an independent
contractor and neither Xxxxxx nor any of its officers or employees as
such is or shall be an employee of the Trust. Xxxxxx 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. Xxxxxx assumes full responsibility for
its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
Xxxxxx will maintain at its own expense insurance against public
liability in such an amount as the Trustees of the Trust may from time
to time reasonably request.
9. Expenses. Xxxxxx 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 in which the Trust has a direct concern), and expenses
of preparing, printing and distributing advertising and sales literature
(apart from expenses of registering shares under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended,
and the preparation and printing of Prospectuses and Statements of
Additional Information and reports as required by said Acts and the
direct expenses of the issue of shares, except that Xxxxxx will pay the
cost of the preparation and printing of Prospectuses and Statements of
Additional Information and shareholders' reports used by it and by
others in the sale of shares to the extent such cost is not paid by
others).
10. Indemnification of Trust. Xxxxxx agrees to indemnify and hold
harmless the Trust and each person who has been, is, or may hereafter be
a Trustee of the Trust 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 Xxxxxx or any agent or employee of
Xxxxxx or any other person for whose acts Xxxxxx is responsible or is
alleged to be responsible unless such misrepresentation or omission was
made in reliance upon written information furnished by the Trust.
Xxxxxx also agrees likewise to indemnify and hold harmless the Trust 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 Xxxxxx'x (or an affiliate of Xxxxxx'x) 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 Xxxxxx'x
consent. The foregoing rights of indemnification shall be in addition
to any other rights to which the Trust 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 Trust or at a meeting of the shareholders of the relevant Fund by
the affirmative vote of a majority of the outstanding shares of such
Fund, and by a majority of the Trustees of the Trust who are not
interested persons of the Trust or of Xxxxxx 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 with respect to a particular
Fund as follows:
(a) Either by the Trust or Xxxxxx 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 Trust or the shareholders of the
relevant Fund by the affirmative vote of a majority of the outstanding
shares of such Fund, and by a majority of the Trustees of the Trust who
are not interested persons of the Trust or of Xxxxxx 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 Trust 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 relevant 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 a Fund"
means the affirmative vote, at a duly called and held meeting of
shareholders of such Fund, (a) of the holders of 67% or more of the
shares of such 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 such 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 such 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.
