FORM OF UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 29th day of February, 1996, by
and between ▇▇▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇ Investment Trust, a Massachusetts business
trust (the "Trust"), and ▇▇▇▇▇▇▇▇ Fund Distributors, L.P., a Delaware limited
partnership (the "Underwriter").
W I T N E S S E T H
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WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has an effective registration statement (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") for the purpose of
registering shares of beneficial interest for offering under the Securities Act
of 1933, as amended (the "1933 Act");
WHEREAS, the Underwriter is registered as a broker-dealer with the
Commission and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale of the shares of beneficial interest of each series of the Trust which
the Trustees may or have established from time to time and make subject to this
Agreement by listing on Exhibit A hereto (individually, a "Portfolio" and
collectively, the "Portfolios"); and
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Underwriter do hereby agree as follows:
1. The Trust does hereby grant to the Underwriter the right and option
to purchase shares of beneficial interest of each Portfolio (the "Shares") for
sale to investors, either directly or indirectly through other broker-dealers.
The Underwriter is not required to purchase any specified number of Shares, but
will purchase from the Trust only a sufficient number of Shares as may be
necessary to fill unconditional orders received from time to time by the
Underwriter for the benefit of investors.
2. The Underwriter shall use its best efforts (but only in states in
which it may lawfully do so) to obtain from investors unconditional orders for
Shares authorized for issue by the Trust and registered under the 1933 Act,
provided that the Underwriter may in its sole discretion refuse to accept orders
for Shares from any particular applicant. The Underwriter shall offer Shares at
the net asset value of the Shares, to be calculated for each Portfolio of Shares
as described in the Registration Statement, including the prospectuses, filed
with the Commission and in effect at the time of the offering.
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3. Any right granted to the Principal Underwriter to accept orders for
shares or make sales on behalf of the Trust will not apply to shares issued in
connection with the merger or consolidation of any other investment company with
the Trust, or any Portfolio, or its acquisition, by purchase or otherwise, of
all or substantially all the assets of any investment company or substantially
all the outstanding shares of any such company, and such right shall not apply
to shares that may be offered or otherwise issued by the Trust to shareholders
by virtue of their being shareholders of the Trust.
4. The Trust, on behalf of the respective Portfolio, shall receive the
applicable net asset value on all sales of shares by the Principal Underwriter
as agent of the Trust.
5. The Principal Underwriter shall not have "custody" (as such term is
interpreted by the staff of the Commission) of Trust assets, including payments
made pursuant to orders accepted by the Principal Underwriter. In this regard,
the Principal Underwriter shall not accept payment for Shares made by wire
transfer and shall not accept payment for Shares made by draft, other than
drafts made payable to the Trust. To the extent the Principal Underwriter
accepts drafts made payable to the Trust, the Principal Underwriter shall
deliver such drafts accompanied by proper applications for the purchase of
Shares to the Trust's custodian no later than 12:00 p.m. (Boston time) on the
first business day following the receipt by the Principal Underwriter of such
payments and applications.
6. The Trust will use its best efforts to register from time to time
under the 1933 Act such number of Shares not already so registered as the
Underwriter may be expected to sell on behalf of the Trust. The Underwriter and
the Trust agree to cooperate in taking such action as may be necessary from time
to time to qualify Shares so registered for sale by the Underwriter or the Trust
in any states mutually agreeable and to maintain such qualification. This
Agreement relates to the issue and sale of Shares that are duly authorized and
registered and available for sale by the Trust, including redeemed or
repurchased Shares if and to the extent that they may legally be sold and if,
but only if, the Trust sees fit to sell them.
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7. If and whenever the determination of net asset value is suspended
and until such suspension is terminated, the Underwriter shall not accept
further orders for Shares except unconditional orders placed with the
Underwriter before the Underwriter had knowledge of the suspension. In addition,
the Trust reserves the right to suspend sales and the Underwriter's authority to
accept orders for Shares on behalf of the Trust if, in the judgment of a
majority of the Board of Trustees or a majority of the Executive Committee of
such Board, if such body exists, it is in the best interests of the Trust to do
so, such suspension to continue for such period as may be determined by such
majority; and in that event, the Underwriter shall not sell any Shares on behalf
of the Trust while such suspension remains in effect except for Shares necessary
to cover unconditional orders accepted by the Underwriter before the Underwriter
had knowledge of the suspension.
8. This Agreement shall become effective on the date first written
above and shall terminate on any anniversary thereof if its terms and renewal
have not been approved by a majority vote of the Trustees of the Trust voting in
person, including a majority of its Trustees who are not "interested persons" of
the Trust and who have no direct or indirect financial interest in the operation
of the Underwriting Agreement (the "Qualified Trustees"), at a meeting of
Trustees called for the purpose of voting on such approval. This Agreement may
also be terminated at any time, without payment of any penalty, by the Trust on
60 days' written notice to the Underwriter, or by the Underwriter upon similar
notice to the Trust. This Agreement may also be terminated by a party upon five
(5) days' written notice to the other party in the event that the Commission has
issued an order or obtained an injunction or other court order suspending
effectiveness of the Registration Statement covering the Shares of the Trust.
Finally, this Agreement may also be terminated by the Trust upon five (5) days'
written notice to the Underwriter if the NASD has expelled the Underwriter or
suspended its membership in that organization.
9. No provisions of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
10. The parties to this Agreement acknowledge and agree that all
liabilities of the Trust arising hereunder, whether direct or indirect, of any
nature whatsoever shall be satisfied out of the assets of the Trust and that no
Trustee, officer or holder of shares of beneficial interest of the Trust shall
be personally liable for any of the foregoing liabilities. No Portfolio of the
Trust shall be responsible for the liabilities or obligations of any other
Portfolio. The Trust's Declaration of Trust, as amended from time to time, is on
file in the Office of Secretary of State of The Commonwealth of Massachusetts,
and a copy of the Trust's Declaration of Trust, as amended from time to time,
has been provided to the Underwriter. The Declaration of Trust describes in
detail the respective responsibilities and limitations on liability of the
Trustees, officers, and holders of Shares of the Trust.
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11. Nothing contained herein shall relieve the Trust of any obligation
under its investment advisory agreement or any other contract with any affiliate
of the Underwriter.
12. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
13. In the event of any dispute between the parties, this Agreement
shall be construed according to the laws of The Commonwealth of Massachusetts
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, 1933 Act or any rule or order of the Securities and Exchange
Commission thereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers as of day and year first above
written.
ATTEST: ▇▇▇▇▇▇▇▇, ▇▇▇▇ AND ▇▇▇▇
INVESTMENT TRUST on behalf of
each of its series
By:____________________________ By:____________________________
Its:___________________________ Its:___________________________
ATTEST: ▇▇▇▇▇▇▇▇ FUND DISTRIBUTORS, L.P.
By:____________________________ By:____________________________
Its:___________________________ Its:___________________________
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EXHIBIT A
Portfolios:
1. ▇▇▇▇▇▇▇▇ Intermediate Tax Exempt Bond Fund
2. ▇▇▇▇▇▇▇▇ Small Cap Tax-Sensitive Equity Fund
3. ▇▇▇▇▇▇▇▇ Tax-Sensitive Equity Fund
Effective: February 29, 1996
Portfolios:
4. ▇▇▇▇▇▇▇▇ Equity Fund
5. ▇▇▇▇▇▇▇▇ Fixed Income Fund
6. ▇▇▇▇▇▇▇▇ Global Fixed Income Fund
7. ▇▇▇▇▇▇▇▇ Small Capitalization Equity Fund
Effective: February 29, 1996
Portfolios:
8. ▇▇▇▇▇▇▇▇ Controlled Maturity Fund
9. ▇▇▇▇▇▇▇▇ Fixed Income Fund II
10. ▇▇▇▇▇▇▇▇ International Fixed Income Fund
11. Standish International Equity Fund
12. Standish Massachusetts Intermediate Tax Exempt Bond Fund
13. ▇▇▇▇▇▇▇▇ Securitized Fund
14. ▇▇▇▇▇▇▇▇ Short-Term Asset Reserve Fund
Effective: February 29, 1996
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