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EXHIBIT 99.B6(a)
UNDERWRITING AGREEMENT
AGREEMENT made this 31st day of December, 1997, by and
between INVESTORS CASH TRUST, a Massachusetts business trust (the
"Fund"), and XXXXXX DISTRIBUTORS, INC., a Delaware corporation
("KDI").
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto
as follows:
1. The Fund hereby appoints KDI to act as principal
underwriter for the distribution of shares of beneficial interest
(hereinafter called "shares") of the Fund in jurisdictions
wherein shares of the Fund may legally be offered for sale;
provided, however, that the Fund in its absolute discretion may
(a) issue or sell shares directly to holders of shares of the
Fund upon such terms and conditions and for such consideration,
if any, as it may determine, whether in connection with the
distribution of subscription or purchase rights, the payment or
reinvestment of dividends or distributions, or otherwise; or (b)
issue or sell shares at net asset value to the shareholders of
any other investment company, for which KDI shall act as
exclusive distributor, who wish to exchange all or a portion of
their investment in shares of such other investment company for
shares of the Fund.
KDI accepts such appointment and agrees that it will use its
best efforts with reasonable promptness to sell such part of the
authorized shares of the Fund remaining unissued as from time to
time shall be effectively registered under the Securities Act of
1933 ("Securities Act"), at prices determined as hereinafter
provided and on terms hereinafter set forth, all subject to
applicable Federal and state laws and regulations and to the
Agreement and Declaration of Trust of the Fund.
2. KDI shall sell shares of the Fund to or through
qualified broker-dealers and other financial services firms
("Firms") in such manner, not inconsistent with the provisions
hereof and the then effective registration statement of the Fund
under the Securities Act (and related prospectus), as KDI may
determine from time to time, provided that no Firm or other
person shall be appointed or authorized to act as agent of the
Fund without the prior consent of the Fund. In addition to sales
made by it as agent of the Fund, KDI may, in its discretion, also
sell shares of the Fund as principal to persons with whom it does
not have selling agreements.
Shares of the Fund offered for sale or sold by KDI shall be
so offered or sold at a price per share determined in accordance
with the then current prospectus relating to the sale of such
shares
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except as departure from such prices shall be permitted by
the rules and regulations of the Securities and Exchange
Commission; provided, however, that any public offering price for
shares of the Fund shall be the net asset value per share. The
net asset value per share of each Portfolio of the Fund shall be
determined in the manner and at the times set forth in the then
current prospectus of the Fund relating to such shares.
The price the Fund shall receive for all shares purchased
from the Fund shall be the net asset value used in determining
the public offering price applicable to the sale of such shares.
3. The Fund will use its best efforts to keep effectively
registered under the Securities Act for sale as herein
contemplated such shares as KDI shall reasonably request and as
the Securities and Exchange Commission shall permit to be so
registered. Notwithstanding any other provision hereof, the Fund
may terminate, suspend or withdraw the offering of shares
whenever, in its sole discretion, it deems such action to be
desirable.
4. The Fund will execute any and all documents and furnish
any and all information which may be reasonably necessary in
connection with the qualification of its shares for sale
(including the qualification of the Fund as a dealer where
necessary or advisable) in such states as KDI may reasonably
request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its
opinion is unduly burdensome). The Fund will furnish to KDI from
time to time such information with respect to the Fund and its
shares as KDI may reasonably request for use in connection with
the sale of shares of the Fund.
5. KDI shall issue and deliver or shall arrange for
various Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it as agent pursuant to this
Agreement as may be required. At or prior to the time of
issuance of shares, KDI will pay or cause to be paid to the Fund
the amount due the Fund for the sale of such shares.
Certificates shall be issued or shares registered on the transfer
books of the Fund in such names and denominations as KDI may
specify.
6. KDI shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders
therefor. KDI will not make, or authorize any Firms or others to
make, any short sales of shares of the Fund. KDI, as agent of
and for the account of the Fund, may repurchase the shares of the
Fund at such prices and upon such terms and conditions as shall
be specified in the current prospectus of the Fund. In selling
or reacquiring shares of the Fund for the account of the Fund,
KDI will in all respects conform to the requirements of all state
and Federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., relating to such sale or
reacquisition,
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as the case may be, and will indemnify and save harmless the
Fund from any damage or expense on account of any wrongful act by
KDI or any employee, representative or agent of KDI. KDI will
observe and be bound by all the provisions of the Agreement and
Declaration of Trust of the Fund (and of any fundamental
policies adopted by the Fund pursuant to the Investment
Company Act of 1940, notice of which shall have been given to
KDI) which at the time in any way require, limit, restrict or
prohibit or otherwise regulate any action on the part of KDI.
7. The Fund shall assume and pay all charges and expenses
of its operations not specifically assumed or otherwise to be
provided by KDI under this Agreement. The Fund will pay or cause
to be paid expenses (including the fees and disbursements of its
own counsel) and all taxes and fees payable to the Federal, state
or other governmental agencies on account of the registration or
qualification of securities issued by the Fund or otherwise. The
Fund will also pay or cause to be paid expenses incident to the
issuance of shares of beneficial interest, such as the cost of
share certificates, issue taxes, and fees of the transfer agent.
KDI will pay all expenses (other than expenses which one or more
Firms may bear pursuant to any agreement with KDI) incident to
the sale and distribution of the shares issued or sold hereunder
including, without limiting the generality of the foregoing, all
expenses of printing and distributing any prospectus and of
preparing, printing and distributing or disseminating any other
literature, advertising and selling aids in connection with the
offering of the shares for sale (except that such expenses need
not include expenses incurred by the Fund in connection with the
preparation, typesetting, printing and distribution of any
registration statement, prospectus or report or other
communication to shareholders in their capacity as such) and
expenses of advertising in connection with such offering.
8. This agreement shall become effective on the date hereof
and shall continue in effect until December 1, 1998 and from year
to year thereafter, but only so long as such continuance is
approved in the manner required by the Investment Company Act of
1940. Either party hereto may terminate this agreement on any
date by giving the other party at least six months prior written
notice of such termination specifying the date fixed therefor.
Without prejudice to any other remedies of the Fund in any such
event the Fund may terminate this agreement at any time
immediately upon any failure of fulfillment of any of the
obligations of the KDI hereunder. This agreement shall
automatically terminate in the event of its assignment. The term
"assignment" shall have the meaning set forth in the Investment
Company Act of 1940 and the rules and regulations thereunder.
9. KDI will not use or distribute or authorize the use,
distribution or dissemination by Firms or others in connection
with the sale of such shares any statements, other than those
contained
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in the Fund's current prospectus, except such supplemental literature
or advertising as shall be lawful under Federal and state securities
laws and regulations, and will furnish the Fund with copies of all
such material.
KDI will require each Firm to conform to the provisions
hereof and the Registration Statement (and related prospectus) at
the time in effect under the Securities Act with respect to the
public offering price of the Fund's shares, and neither KDI nor
any such Firms shall withhold the placing of purchase orders so
as to make a profit thereby.
10. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
11. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
12. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust and all amendments
thereto, all of which are on file with the Secretary of The
Commonwealth of Massachusetts, and the limitation of shareholder
and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as
such representatives and not individually, and the obligations of
the Fund hereunder are not binding upon any of the trustees,
officers or shareholders of the Fund individually but are binding
upon only the assets and property of the Fund. With respect to
any claim by KDI for recovery of that portion of the distribution
services fees (or any other liability of the Fund arising
hereunder) allocated to a particular Portfolio, whether in
accordance with the express terms hereof or otherwise, KDI shall
have recourse solely against the assets of that Portfolio to
satisfy such claim and shall have no recourse against the assets
of any other Portfolio for such purpose.
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13. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 12 hereof which
shall be construed in accordance with the laws of The
Commonwealth of Massachusetts) the laws of the State of Illinois.
IN WITNESS WHEREOF, the Fund and KDI have caused this
Agreement to be executed as of the day and year first above
written.
ATTEST: INVESTORS CASH TRUST
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxx
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Title: Secretary Title: Vice President
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ATTEST: XXXXXX DISTRIBUTORS, INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
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Title: Secretary Title: President
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