XXXXX XXXXXX MUTUAL FUNDS
BROKER DEALER CONTRACT
CFBDS, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We, CFBDS, Inc. ("CFBDS"), have agreements with certain
investment companies for which Mutual Management Corp. serves as
investment adviser and/or administrator (each a "Fund") pursuant to
which we act as nonexclusive principal underwriter and distributor
for the sale of shares of capital stock ("shares") of the various
series of such Funds, and as such have the right to distribute shares
for resale. Each Fund is an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act")
and the shares being offered to the public are registered under the
Securities Act of 1933, as amended (the "1933 Act"). Each series of
each Fund covered by a Distribution Agreement from time to time is
referred to in this agreement as a "Series" and collectively as the
"Series." The term "Prospectus", as used herein, refers to the
prospectus and related statement of additional information (the
"Statement of Additional Information") incorporated therein by
reference (as amended or supplemented) on file with the Securities
and Exchange Commission at the time in question. As a broker in the
capacity of principal underwriter and distributor for the Trust, we
offer to sell to you, as a broker or dealer, shares of each Fund upon
the following terms and conditions:
1. PRIVATE In all sales to the public you shall act
as broker for your customers or as dealer for your own account, and
in no transaction shall you have any authority to act as agent for
the Trust, for us or for any other dealer. tc " In all sales to the
public you shall act as dealer for your own account, and in no
transaction shall you have any authority to act as agent for the
Fund, for us or for any other dealer."
2. PRIVATE Orders received from you will be accepted
through us only at the public offering price per share (i.e. the net
asset value per share plus the applicable front-end sales charge, if
any) applicable to each order, and all orders for redemption of any
shares shall be executed at the net asset value per share less any
contingent deferred sales charge, if any, in each case as set forth
in the Prospectus. You will be entitled to receive and retain any
contingent deferred sales charge amounts in partial consideration of
your payment to financial consultants of commission amounts at the
time of sale and we will obligate any other brokers with whom we
enter into similar agreements to pay such amounts directly to you.
The procedure relating to the handling of orders shall be subject to
paragraph 4 hereof and instructions which we or the Fund shall
forward from time to time to you. All orders are subject to
acceptance or rejection by the applicable Fund or us in the sole
discretion of either. The minimum initial purchase and the minimum
subsequent purchase of any shares shall be as set forth in the
Prospectus pertaining to the relevant Series. tc " Orders received
from you will be accepted through us only at the public offering
price per share (i.e. the net asset value per share plus the
applicable sales charge, if any) applicable to each order, and all
orders for redemption of any Fund shares shall be executed at the net
asset value per share less any contingent deferred sales charge, if
any, in each case as set forth in the Prospectus. The procedure
relating to the handling of orders shall be subject to paragraph 4
hereof and instructions which we or the Fund shall forward from time
to time to you. All orders are subject to acceptance or rejection by
Salomon or the Fund in the sole discretion of either. The minimum
initial purchase and the minimum subsequent purchase shall be as set
forth in the Prospectus of the Fund."
3. PRIVATE You shall not place orders for any shares
unless you have already received purchase orders for those shares at
the applicable public offering price and subject to the terms hereof.
You agree that you will not offer or sell any shares except under
circumstances that will result in compliance with the applicable
Federal and state securities laws, the applicable rules and
regulations thereunder and the rules and regulations of applicable
regulatory agencies or authorities and that in connection with sales
and offers to sell shares you will furnish to each person to whom any
such sale or offer is made, a copy of the Prospectus and, upon
request, the Statement of Additional Information, and will not
furnish to any person any information relating to shares which is
inconsistent in any respect with the information contained in the
Prospectus or Statement of Additional Information (as then amended or
supplemented). You shall not furnish or cause to be furnished to any
person or display or publish any information or materials relating to
the shares (including, without limitation, promotional materials and
sales literature, advertisements, press releases, announcements,
statements, posters, signs or other similar material), except such
information and materials as may be furnished to you by or on behalf
of us or the Funds, and such other information and materials as may
be approved in writing by or on behalf of us or the Funds. tc "
You shall not place orders for any shares unless you have already
received purchase orders for those shares at the applicable public
offering price and subject to the terms hereof and of the
Distribution Contract. You agree that you will not"
4. PRIVATE As a broker dealer, you are hereby
authorized (i) to place orders directly with the applicable Fund or
Series for shares subject to the applicable terms and conditions
governing the placement of orders by us set forth in the Prospectus
and (ii) to tender shares directly to each Fund or its agent for
redemption subject to the applicable terms and conditions governing
the redemption of shares applicable to us set forth in the
Prospectus. tc " As a dealer, you are hereby authorized (i) to place
orders directly with the Fund for shares to be resold by us to you
subject to the applicable terms and conditions governing the
placement of orders by us set forth in the Prospectus and the
Distribution Contract and (ii) to tender shares directly to the Fund
or its agent for redemption subject to the applicable terms and
conditions governing the redemption of shares applicable to us set
forth in the Prospectus and the Distribution Agreement."
5. PRIVATE You shall not withhold placing orders
received from your customers so as to profit yourself as a result of
such withholding, e.g., by a change in the "net asset value" from
that used in determining the offering price to your customers. tc "
You shall not withhold placing orders received from your customers so
as to profit yourself as a result of such withholding, e.g., by a
change in the \"net asset value\" from that used in determining the
offering price to your customers."
6. PRIVATE In determining the amount of any sales
concession payable to you hereunder, we reserve the right to exclude
any sales which we reasonably determine are not made in accordance
with the terms of the Prospectus and the provisions of this
Agreement. Unless at the time of transmitting an order we advise you
or the transfer agent to the contrary, the shares ordered will be
deemed to be the total holdings of the specified investor. tc " In
determining the amount of any sales concession payable to you
hereunder, we reserve the right to exclude any sales which we
reasonably determine are not made in accordance with the terms of the
Prospectus and the provisions of this Agreement. Unless at the time
of transmitting an order we advise you or the transfer agent to the
contrary, the shares ordered will be deemed to be the total holdings
of the specified investor."
7. PRIVATE (a) You agree that payment for orders from
you for the purchase of shares will be made in accordance with the
terms of the Prospectus. On or before the business day following the
settlement date of each purchase order for shares, you shall transfer
same day funds to an account designated by us with the transfer agent
in an amount equal to the public offering price on the date of
purchase of the shares being purchased less your sales concession, if
any, with respect to such purchase order determined in accordance
with the Prospectus. If payment for any purchase order is not
received in accordance with the terms of the Prospectus, we reserve
the right, without notice, to cancel the sale and to hold you
responsible for any loss sustained as a result thereof. tc " (a)
You agree that payment for orders from you for the purchase of shares
will be made in accordance with the terms of the Prospectus. On or
before the business day following the settlement date of each
purchase order for shares, you shall transfer same day funds to an
account designated by us with the transfer agent an amount equal to
the public offering price on the date of purchase of the shares being
purchased less your sales concession, if any, with respect to such
purchase order determined in accordance with the Prospectus. If
payment for any purchase order is not received in accordance with the
terms of the Prospectus, we reserve the right, without notice, to
cancel the sale and to hold you responsible for any loss sustained as
a result thereof."
(b) PRIVATE If any shares sold under the terms of this
Agreement are sold with a sales charge and are redeemed or are
tendered for redemption within seven (7) business days after
confirmation of your purchase order for such shares: (i) you shall
forthwith refund to us the full sales concession received by you on
the sale; and (ii) we shall forthwith pay to the applicable Series
our portion of the sales charge on the sale which has been retained
by us, if any, and shall also pay to the applicable Series the amount
refunded by you. tc " If any shares sold under the terms of this
Agreement are sold with a sales charge and are redeemed or are
tendered for redemption within seven (7) business days after
confirmation of your purchase order for such shares\: (i) you shall
forthwith refund to us the full sales concession received by you on
the sale; and (ii) we shall forthwith pay to the applicable Series
our portion of the sales charge on the sale which has been retained
by us, if any, and shall also pay to the Series the amount refunded
by you."
(c) PRIVATE We will not be obligated to pay or cause to
be paid to you any ongoing trail commission or shareholder service
fees with respect to shares of the Series purchased through you and
held by or for your customers, which you shall collect directly from
the Funds. tc " We will pay you an ongoing trail commission with
respect to holdings by you of shares of the Funds at such rates and
in such manner as may be described in the Prospectus."
(d) PRIVATE Certificates evidencing shares shall be
available only upon request. Upon payment for shares in accordance
with paragraph 7(a) above, the transfer agent will issue and transmit
to you or your customer a confirmation statement evidencing the
purchase of such shares. Any transaction in uncertificated shares,
including purchases, transfers, redemptions and repurchases, shall be
effected and evidenced by book-entry on the records of the transfer
agent. tc " Certificates evidencing shares shall be available only
upon request. Upon payment for shares in accordance with paragraph
7(a) above, the transfer agent will issue and transmit to you a
confirmation statement evidencing the purchase of such shares. Any
transaction in uncertificated shares, including purchases, transfers,
redemptions and repurchases, shall be effected and evidenced by
book-entry on the records of the transfer agent."
8. PRIVATE No person is authorized to make any
representations concerning shares except those contained in the
current Prospectus and Statement of Additional Information and in
printed information subsequently issued by us or the Funds as
information supplemental to the Prospectus and the Statement of
Additional Information. In purchasing or offering shares pursuant to
this Agreement you shall rely solely on the representations contained
in the Prospectus, the Statement of Additional Information and the
supplemental information above mentioned. tc " No person is
authorized to make any representations concerning shares except those
contained in the current Prospectus and Statement of Additional
Information and in printed information subsequently issued by us or
the Fund as information supplemental to the Prospectus and the
Statement of Additional Information. In purchasing sor offering
shares pursuant to this Agreement you shall rely solely on the
representations contained in the Prospectus, the Statement of
Additional Information and the supplemental information above
mentioned."
9. PRIVATE You agree to deliver to each purchaser
making a purchase of shares from or through you a copy of the
Prospectus at or prior to the time of offering or sale, and, upon
request, the Statement of Additional Information. You may instruct
the transfer agent to register shares purchased in your name and
account as nominee for your customers. You agree thereafter to
deliver to any purchaser whose shares you or your nominee are holding
as record holder copies of the annual and interim reports and proxy
solicitation materials and any other information and materials
relating to the Trust and prepared by or on behalf of us, the Funds
or the investment adviser, custodian, transfer agent or dividend
disbursing agent for distribution to beneficial holders of shares.
The Funds shall be responsible for the costs associated with
forwarding such reports, materials and other information and shall
reimburse you in full for such costs. You further agree to make
reasonable efforts to endeavor to obtain proxies from such purchasers
whose shares you or your nominee are holding as record holder. You
further agree to obtain from each customer to whom you sell shares
any taxpayer identification number certification required under
Section 3406 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations promulgated thereunder, and to provide
us or our designee with timely written notice of any failure to
obtain such taxpayer identification number certification in order to
enable the implementation of any required backup withholding in
accordance with Section 3406 of the Code and the regulations
thereunder. Additional copies of the Prospectus, Statement of
Additional Information, annual or interim reports, proxy solicitation
materials and any such other information and materials relating to
the Trust will be supplied to you in reasonable quantities upon
request. tc " You agree to deliver to each purchaser making a
purchase of shares from you a copy of the Prospectus at or prior to
the time of offering or sale, and, upon request, the Statement of
Additional Information. You may instruct the transfer agent to
register shares purchased in your name and account as nominee for
your customers. You agree thereafter to deliver to any purchaser
whose shares you are holding as record holder copies of the annual
and interim reports and proxy solicitation materials and any other
information and materials relating to the Fund and prepared by or on
behalf of us, the Fund or its investment adviser, custodian, transfer
agent or dividend disbursing agent for distribution to such customer.
The Fund shall be responsible for the costs associated with
forwarding such reports, materials and other information and shall
reimburse you in full for such costs. You further agree to make
reasonable efforts to endeavor to obtain proxies from such purchasers
whose shares you are holding as record holder. You further agree to
obtain from each customer to whom you sell shares any taxpayer
identification number certification required under Section 3406 of
the Internal Revenue Code of 1986, as amended (the \"Code\"), and the
regulations promulgated thereunder, and to provide us or our
designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding in accordance with
Section 3406 of the Code and the regulations thereunder. Additional
copies of the Prospectus, Statement of Additional Information, annual
or interim reports, proxy solicitation materials and any such other
information and materials relating to the Fund will be supplied to
you in reasonable quantities upon request."
10. PRIVATE (a) In accordance with the terms of the
Prospectus, a reduced sales charge may be available to customers,
depending on the amount of the investment or proposed investment. In
each case where a reduced sales charge is applicable, you agree to
furnish to the transfer agent sufficient information to permit
confirmation of qualification for a reduced sales charge, and
acceptance of the purchase order is subject to such confirmation.
Reduced sales charges may be modified or terminated at any time in
the sole discretion of each Fund. tc " (a) In accordance with the
terms of the Prospectus, a reduced sales charge may be available to
customers, depending on the amount of the investment. In each case
where a reduced sales charge is applicable, you agree to furnish to
the transfer agent sufficient information to permit confirmation of
qualification for a reduced sales charge, and acceptance of the
purchase order is subject to such confirmation. Reduced sales
charges may be modified or terminated at any time in the sole
discretion of the Fund."
(b) PRIVATE You acknowledge that certain classes of
investors may be entitled to purchase shares at net asset value
without a sales charge as provided in the Prospectus and Statement of
Additional Information. tc " You acknowledge that certain classes of
investors may be entitled to purchase shares at net asset value
without a sales charge as provided in the Prospectus and Statement of
Additional Information."
(c) PRIVATE You agree to advise us promptly as to the
amount of any and all sales by you qualifying for a reduced sales
charge or no sales charge. tc " You agree to advise us promptly as
to the amount of any and all sales by you qualifying for a reduced
sales charge or no sales charge."
(d) PRIVATE Exchanges (i.e., the investment of the
proceeds from the liquidation of shares of one Series in the shares
of another Series, each of which is managed by the same or an
affiliated investment adviser) shall, where available, be made in
accordance with the terms of each Prospectus. tc " Exchanges (i.e.,
the investment of the proceeds from the liquidation of shares of one
fund in the shares of another fund, each of which is managed by the
Fund's investment adviser) shall, where available, be made in
accordance with the terms of each Prospectus."
11. PRIVATE We and each Fund reserve the right in our
discretion, without notice, to suspend sales or withdraw the offering
of any shares entirely. Each party hereto has the right to cancel
the portions of this Agreement to which it is party upon notice to
the other parties; provided, however, that no cancellation shall
affect any party's obligations hereunder with respect to any
transactions or activities occurring prior to the effective time of
cancellation. We reserve the right to amend this Agreement in any
respect effective on notice to you. tc " We reserve the right in our
discretion, without notice, to suspend sales or withdraw the offering
of shares entirely. Each party hereto has the right to cancel this
agreement upon notice to the other part parties; provided; however,
that no cancellation shall affect any party's obligations hereunder
with respect to any transactions or activities occurring prior to the
effective time of cancellation. We reserve the right to amend this
Agreement in any respect effective on notice to you."
12. PRIVATE We shall have full authority to take such
action as we may deem advisable in respect of all matters pertaining to
the continuous offering of shares. We shall be under no liability to
you except for lack of good faith and for obligations expressly assumed
by us herein. Nothing contained in this paragraph 12 is intended to
operate as, and the provisions of this paragraph 12 shall not in any way
whatsoever constitute a waiver by you of compliance with, any provisions
of the 1933 Act or of the rules and regulations of the Securities and
Exchange Commission issued thereunder. tc " We shall have full
authority to take such action as we may deem advisable in respect of all
matters pertaining to the continuous offering of shares. We shall be
under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this
paragraph 12 is intended to operate as, and the provisions of this
paragraph 12 shall not in any way whatsoever constitute a waiver by you
of compliance with, any provisions of the 1933 Act or of the rules and
regulations of the Securities and Exchange Commission issued
thereunder."
13. PRIVATE You agree that: (a) you shall not effect
any transactions (including, without limitation, any purchases and tc
" You agree that\: (a) you shall not effect any transactions
(including, without limitation, any purchases and" redemptions) in
any shares registered in the name of, or beneficially owned by, any
customer unless such customer has granted you full right, power and
authority to effect such transactions on his behalf, (b) we shall
have full authority to act upon your express instructions to sell,
repurchase or exchange shares through us on behalf of your customers
under the terms and conditions provided in the Prospectus and (c) we,
the Funds, the investment adviser, the administrator, the transfer
agent and our and their respective officers, directors or trustees,
agents, employees and affiliates shall not be liable for, and shall
be fully indemnified and held harmless by you from and against, any
and all claims, demands, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which may be incurred by us
or any of the foregoing persons entitled to indemnification from you
hereunder arising out of or in connection with (i) the execution of
any transactions in shares registered in the name of, or beneficially
owned by, any customer in reliance upon any oral or written
instructions believed to be genuine and to have been given by or on
behalf of you, (ii) any statements or representations that you or
your employees or representatives make concerning the Funds that are
inconsistent with the applicable Fund's Prospectus, (iii) any written
materials used by you or your employees or representatives in
connection with making offers or sales of shares that were not
furnished by us, the Funds or the investment adviser or an affiliate
thereof and (iv) any sale of shares of a Fund where the Fund or its
shares were not properly registered or qualified for sale in any
state, any U.S. territory or the District of Columbia, when we have
indicated to you that the Fund or its shares were not properly
registered or qualified. The indemnification agreement contained in
this Paragraph 13 shall survive the termination of this Agreement.
14. PRIVATE You represent that: (a) you are a member
in good standing of the National Association of Securities Dealers,
Inc. (the "NASD"), or, if a foreign dealer who is not eligible for
membership in the NASD, that (i) you will not make any sales of
shares in, or to nationals of, the United States of America, its
territories or its possessions, and (ii) in making any sales of
shares you will comply with the NASD's Conduct Rules and (b) you are
a member in good standing of the Securities Investor Protection
Corporation ("SIPC"). You agree that you will provide us with timely
written notice of any change in your NASD or SIPC status. tc " You
represent that you are a member in good standing of the National
Association of Securities Dealers, Inc. (the \"NASD\"), or, if a
foreign dealer who is not eligible for membership in the NASD, that
(a) you will not make any sales of shares in, or to nationals of, the
United States of America, its territories or its possessions, and (b)
in making any sales of shares you will comply with the NASD's Rules
of Fair Practice."
15. PRIVATE We shall inform you as to the states or
other jurisdictions in which the Fund has advised us that shares have
been qualified for sale under, or are exempt from the requirements of,
the respective securities laws of such states, but we assume no
responsibility or obligation as to your qualification to sell shares
in any jurisdiction.
16. Any claim, controversy, dispute or deadlock arising
under this Agreement (collectively, a "Dispute") shall be settled by
arbitration administered under the rules of the American Arbitration
Association ("AAA") in New York, New York. Any arbitration and
award of the arbitrators, or a majority of them, shall be final and
the judgment upon the award rendered may be entered in any state or
federal court having jurisdiction. No punitive damages are to be
awarded.
17. PRIVATE All communications to us should be sent,
postage prepaid, to 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx. Any notice to you shall be duly given if
mailed, telegraphed or telecopied to you at the address specified by
you below. Communications regarding placement of orders for shares
should be sent, postage prepaid, to First Data Investor Services
Group, Inc., X.X. Xxx 0000, Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000. tc
" All communications to us should be sent, postage prepaid, to 0
Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Attention\: Xxxxxx X.
Xxxxxxx. Any notice to you shall be duly given if mailed,
telegraphed or telecopied to you at the address specified by you
below. Communications regarding placement of orders for shares
should be sent, postage prepaid, to The Shareholder Services Group,
Inc., X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000."
18. PRIVATE This Agreement shall be binding upon both
parties hereto when signed by us and accepted by you in the space
provided below tc " This Agreement shall be binding upon both
parties hereto when signed by us and accepted by you in the space
provided below until July 14, 1995 or such earlier date upon
negotiation of section 3 and 12 of this agreement. " .
19. PRIVATE This Agreement and the terms and
conditions set forth herein shall be governed by, and construed in
accordance with, the laws of the State of New York. tc " This
Agreement and the terms and conditions set forth herein shall be
governed by, and construed in accordance with, the laws of the State
of New York."
CFBDS, INC.
By:
(Authorized Signature)
Accepted:
Firm Name:
Address:
Accepted By (signature):
Name (print):
Title: Date:
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