EXHIBIT e(3)
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
TAX-FREE INVESTMENTS CO.
and
FUND MANAGEMENT COMPANY
THIS AGREEMENT is made this 1st day of July, 2000, by and between TAX-
FREE INVESTMENTS CO., a Maryland corporation (hereinafter referred to as the
"Company"), and FUND MANAGEMENT COMPANY, a Texas corporation, (hereinafter
referred to as the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Company hereby appoints the Distributor as its exclusive agent
for the sale of the shares set forth in Appendix A attached hereto (the
"Shares") of the Company to the public directly and through investment dealers
and financial institutions in the United States and throughout the world in
accordance with the terms of the Company's current prospectus applicable to the
Shares.
SECOND: The Company shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however,
(A) the Company may issue Shares of one or more classes of its shares of
common stock to any other investment company or personal holding company, or to
the shareholders thereof, in exchange for all or a majority of the shares or
assets of any such company; and
(B) the Company may issue Shares at their net asset value in connection
with certain categories or transactions or to certain categories of persons, in
accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), provided that any such category is specified in the then
current prospectuses of the Company.
THIRD: The Distributor hereby accepts appointment as exclusive agent for
the sale of the Shares and agrees that it will use its best efforts to sell such
Shares; provided, however, that:
(A) the Distributor may, and when requested by the Company shall, suspend
its efforts to effectuate such sales at any time when, in the opinion of the
Distributor or of the Company, no sales should be made because of market or
other economic considerations or abnormal circumstances of any kind; and
(B) the Company may withdraw the offering of the Share (i) at any time
with the consent of the Distributor, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation or
any governmental body having jurisdiction. It is mutually understood and agreed
that the Distributor does not undertake to sell any specific amount of the
Shares. The Company shall have the right to specify minimum amounts for initial
and subsequent orders for the purchase of Shares.
FOURTH:
(A) The public offering price of Shares of the Company (the "offering
price") shall be the net asset value per Share. Net asset value per Share shall
be determined in accordance with the provisions of the then current Shares'
prospectus and statement of additional information.
(B) No provision of this Agreement shall be deemed to prohibit any
payments by the Company to the Distributor or by the Company or the Distributor
to investment dealers and financial institutions where such payments are made
under a distribution plan adopted by the Company, on behalf of the applicable
Shares, pursuant to Rule 12b-1 under the 1940 Act and approved by the Company's
directors and by the holders of the Shares in a manner consistent with such
rule.
FIFTH: The Distributor shall act as agent of the Company in connection
with the sale and repurchase of Shares of the Company. Except with respect to
such sales and repurchases, the Distributor shall act as principal in all
matters relating to the promotion of the sale of Shares of the Company and shall
enter into all of its own engagements, agreements and contracts as principal on
its own account. The Distributor shall enter into agreements with investment
dealers and financial institutions selected by the Distributor, authorizing such
investment dealers and financial institutions to offer and sell Shares of the
Company to the public upon the terms and conditions set forth therein, which
shall not be inconsistent with the provisions of this Agreement. Each agreement
shall provide that the investment dealer and financial institution shall act as
a principal, and not as an agent of the Company,
SIXTH: The Company shall bear
(A) the expenses of qualification of the Shares for sale in connection
with such public offerings in such states as shall be selected by the
Distributor and of continuing the qualification therein until the Distributor
notifies the Company that it does not with such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH: The Distributor shall bear
(A) the expenses of printing from the final proof and distributing
prospectuses and statements of additional information (including supplements
thereto) of the Company relating to the Shares in connection with public
offerings made by the Distributor pursuant to this Agreement (which shall not
include those prospectuses and statements of additional information, and
supplements thereto, to be distributed to shareholders by the Company), and any
other promotional or sales literature used by the Distributor or furnished by
the Distributor to dealers in connection within such public offerings; and
(B) expenses of advertising in connection with such public offerings;
provided however, that the Distributor shall be reimbursed for all or a portion
of the expenses described in section (A) and (B) of this paragraph, and shall
receive reasonable compensation
2
for distribution related services, to the extent permitted by a distribution
plan adopted by the Company pursuant to Rule 12b-1 under the 1940 Act, which
plan may be amended from time to time as provided therein without the consent of
the Distributor.
EIGHTH: The Distributor will accept orders for the purchase of Shares only
to the extent of purchase orders actually received and not in excess of such
orders, and it will not avail itself of any opportunity of making a profit by
expediting or withholding orders. It is mutually understood and agreed that the
Company may reject purchase orders where, in the judgment of the Company, such
rejection is in the best interest of the Company.
NINTH: The Company and the Distributor shall each comply with all
applicable provisions of the 1940 Act, the Securities Act of 1933 and of all
other federal and state laws, rules and regulations governing the issuance and
sale of the Shares.
TENTH:
(A) In absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Company agrees to indemnify the Distributor against any and all
claims, demands, liabilities and expenses which the Distributor may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or prospectuses of the Company, or any omission to state
a material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance upon,
and in conformity with, information furnished to the Company in connection
therewith by or on behalf of the Distributor. The Distributor agrees to
indemnify the Company against any and all claims, demands, liabilities and
expenses which the Company may incur arising out of or based upon any act or
deed of the Distributor or its sales representatives which has not been
authorized by the Company in its prospectuses or in this Agreement.
(B) The Distributor agrees to indemnify the Company against any and all
claims, demands, liabilities and expenses which the Company may incur under the
Securities Act of 1933, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in any registration
statement or prospectuses of the Company, or any omission to state a material
fact therein if such statement or omission was made in reliance upon, and in
conformity with, information furnished to the Company in connection therewith by
or on behalf of the Distributor.
(C) Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the Company's transfer agent or for any
failure of such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Company to take any
action contrary to any provision of its charter or to any applicable statute or
regulation.
TWELFTH: This Agreement shall become effective as of the date hereof,
shall continue until June 30, 2001, and shall continue in force and effect from
year to year thereafter, provided, that such continuance is specifically
approved at least annually (a)(i) by the Board of Directors of the Company, or
(ii) by the vote of a majority of the Company's outstanding voting securities
(as defined in Section 2(a)(42) of the Investment Company Act), and (b) by vote
of a majority of
3
the Company's directors who are not parties to this Agreement or "interested
persons" (as defined in Section 2(a)(19) of the Investment Company Act) of any
party to this Agreement cast in person at a meeting called for such purpose.
THIRTEENTH:
(A) This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Board of Directors of the Company or by vote of a
majority of the outstanding voting securities of the Company, or by the
Distributor, on sixty (60) days' written notice to the other party.
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning as defined in Section
2(a)(4) of the Investment Company Act.
FOURTEENTH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed, postage paid, to the other party at such address as
such other party may designate for the receipt of such notices. Until further
notice to the other party, it is agreed that the address of both the Company and
the Distributor shall be Eleven ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
4
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate as of the day and year first above written.
TAX-FREE INVESTMENTS CO.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ___________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
FUND MANAGEMENT COMPANY
/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ______________________________________
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
5
APPENDIX A TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT OF
TAX-FREE INVESTMENTS CO.
CASH RESERVE PORTFOLIO
----------------------
Cash Management Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
6