Exhibit (e)(1)
NVEST TAX EXEMPT MONEY MARKET TRUST
DISTRIBUTION AGREEMENT
AGREEMENT made this 30th day of October, 2000 by and between NVEST TAX
EXEMPT MONEY MARKET TRUST, a Massachusetts business trust (the "Trust"), and
NVEST FUNDS DISTRIBUTOR, L.P., a Delaware limited partnership (the
"Distributor").
W I T N E S S E T H:
In consideration of the covenants hereinafter contained, the Trust and the
Distributor agree as follows:
1. DISTRIBUTOR. The Trust hereby appoints the Distributor as general
distributor of shares of beneficial interest ("Shares") of the Trust during
the term of this Agreement. The Trust reserves the right, however, to
refuse at any time or times to sell any Shares hereunder for any reason
deemed adequate by the Board of Trustees of the Trust.
2. SALE AND PAYMENT. Under this agreement, the following provisions shall
apply with respect to the sale of and payment for Shares:
(a) The Distributor shall have the right, as principal, to purchase Shares
from the Trust at their net asset value and to sell such shares to the
public against orders therefor and to dealers against orders therefor,
all at net asset value per share in accordance with the provisions of
the Trust's agreement and declaration of trust, by-laws and current
prospectus. No commission or other compensation for selling or
obtaining subscriptions for Shares will be paid by the Trust or
charged as a part of the subscription or selling price on any sale or
subscription.
(b) Prior to the time of delivery of any shares by the Trust to, or on the
order of, the Distributor, the Distributor shall pay or cause to be
paid to the Trust or to its order an amount in Boston or New York
clearing house funds equal to the applicable net asset value of such
shares. The Distributor shall retain so much of any sales charge or
underwriting discount as is not allowed by it as a concession to
dealers.
3. TRUST ISSUANCE OF SHARES. The delivery of Shares shall be made promptly by
a credit to a shareholder's open account. The Trust reserves the right (a)
to issue Shares at any time directly to the shareholders of the Trust as a
stock dividend or stock split, (b) to issue to such shareholders shares of
the Trust, or rights to subscribe to shares of the Trust, as all or part of
any dividend that may be distributed to shareholders of the Trust or as all
or part of any optional or alternative dividend that may be distributed to
shareholders of the Trust, and (c) to sell Shares in accordance with the
current applicable prospectus of the Trust.
4. REPURCHASE. The Distributor shall act as agent for the Trust in connection
with the repurchase of Shares by the Trust to the extent and upon the terms
and conditions set forth in the current prospectus of the Trust, and the
Trust agrees to reimburse the Distributor, from time to time upon demand,
for any reasonable expenses incurred in connection with such repurchases.
5. UNDERTAKING REGARDING SALES. The Distributor shall use reasonable efforts
to sell Shares but does not agree hereby to sell any specific number of
Shares and shall be free to act as distributor of the shares of other
investment companies. Shares will be sold by the Distributor only against
orders therefor. The Distributor shall not purchase Shares from anyone
except in accordance with Section 4 and shall not take "long" or "short"
positions in Shares contrary to the agreement and declaration of trust or
by-laws of the Trust.
6. COMPLIANCE. The Distributor shall conform to the Conduct Rules of the
National Association of Securities Dealers, Inc. ("NASD") and the sale of
securities laws of any jurisdiction in which it sells, directly or
indirectly, any Shares. The Distributor agrees to make timely filings, with
the Securities and Exchange Commission in Washington, D.C. (the "SEC"), the
NASD and such other regulatory authorities as may be required, of any sales
literature relating to the Trust and intended for distribution to
prospective investors. The Distributor 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
(which the Trust agrees to use its best efforts to do as expeditiously as
reasonably possible), and not to use them until so filed and cleared.
7. REGISTRATION AND QUALIFICATION OF SHARES. The Trust 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 and
maintaining qualification of the Shares for sale under the so-called Blue
Sky Laws of any state or for maintaining the registration of the Trust and
of the Shares under the federal Securities Act of 1933 and the federal
Investment Company Act of 1940 (the "1940 Act"), to the end that there will
be available for sale from time to time such number of Shares as the
Distributor may reasonably be expected to sell. The Trust shall advise the
Distributor promptly of (a) any action of the SEC or any authorities of any
state or territory, of which it may be advised, affecting registration or
qualification of the Trust or the Shares, or rights to offer Shares for
sale, and (b) the happening of any event which makes untrue any statement
or which requires the making of any change in the Trust's registration
statement or its prospectus in order to make the statements therein not
misleading.
8. DISTRIBUTOR INDEPENDENT CONTRACTOR. The Distributor shall be an independent
contractor and neither the Distributor nor any of its officers or employees
as such is or shall be an employee of the Trust. The Distributor 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. The Distributor assumes full
responsibility for its agents and employees under applicable statutes and
agrees to pay all employer taxes thereunder.
9. EXPENSES PAID BY DISTRIBUTOR. While the Distributor continues to act as
agent of the Trust to obtain subscriptions for and to sell Shares, the
Distributor shall pay the following:
(a) all expenses of printing (exclusive of typesetting) and distributing
any prospectus for use in offering Shares for sale, and all other
copies of any such prospectus used by the Distributor, and
(b) all other expenses of advertising and of preparing, printing and
distributing all other literature or material for use in connection
with offering Shares for sale.
10. INTERESTS IN AND OF DISTRIBUTOR. It is understood that any of the
shareholders, trustees, officers, employees and agents of the Trust may be
a shareholder, director, officer, employee or agent of, or be otherwise
interested in, the Distributor, any affiliated person of the Distributor,
any organization in which the Distributor may have an interest or any
organization which may have an interest in the Distributor; that the
Distributor, any such affiliated person or any such organization may have
an interest in the Trust; and that the existence of any such dual interest
shall not affect the validity hereof or of any transaction hereunder except
as otherwise provided in the agreement and declaration of trust or by-laws
of the Trust, in the limited partnership agreement of the Distributor or by
specific provision of applicable law.
11. EFFECTIVE DATE AND TERMINATION. This Agreement shall become effective as of
the date of its execution, and
(a) Unless otherwise terminated, this Agreement shall continue in effect
so long as such continuation is specifically approved at least
annually (i) by the Board of Trustees of the Trust or by the vote of a
majority of the votes which may be cast by shareholders of the Trust
and (ii) by a vote of a majority of the Trust's Board of Trustees who
are not interested persons of the Distributor or the Trust, cast in
person at a meeting called for the purpose of voting on such approval.
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(b) This Agreement may at any time be terminated on sixty days' notice to
the Distributor either by vote of a majority of the Trust's Board of
Trustees then in office or by the vote of a majority of the votes
which may be cast by shareholders of the Trust.
(c) This Agreement shall automatically terminate in the event of its
assignment.
(d) This Agreement may be terminated by the Distributor on ninety days'
written notice to the Trust.
Termination of this Agreement pursuant to this section shall be without payment
of any penalty.
12. DEFINITIONS. For purposes of this Agreement, the following definitions
shall apply:
(a) The "vote of a majority of the votes which may be cast by shareholders
of the Trust" means (1) 67% or more of the votes of the Trust 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 Trust
entitled to vote at such meeting are present; or (2) the vote of the
holders of more than 50% of the outstanding shares of the Trust
entitled to vote at such meeting, whichever is less.
(b) The terms "affiliated person," "interested person" and "assignment"
shall have their respective meanings as defined in the 1940 Act
subject, however, to such exemptions as may be granted by the SEC
under the 1940 Act.
13. AMENDMENT. This Agreement may be amended at any time by mutual consent of
the parties, provided that such consent on the part of the Trust shall be
approved (i) by the Board of Trustees of the Trust or by vote of a majority
of the votes which may be cast by shareholders of the Trust and (ii) by a
vote of a majority of the Board of Trustees of the Trust who are not
interested persons of the Distributor or the Trust cast in person at a
meeting called for the purpose of voting on such approval.
14. APPLICABLE LAW AND LIABILITIES. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
All sales hereunder are to be made, and title to the Shares shall pass, in
Boston, Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
NVEST TAX EXEMPT MONEY MARKET TRUST
By: /S/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: President
NVEST FUNDS DISTRIBUTOR, L.P.
By: Nvest Distribution Corp., its general partner
By: /S/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: President
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A copy of the Agreement and Declaration of Trust establishing Nvest Tax
Exempt Money Market Trust is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trust by officers of the Trust as officers and not individually
and that the obligations of or arising out of this Agreement are not binding
upon any of the trustees, officers or shareholders of the Trust individually but
are binding only upon the assets and property of the Trust.
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