Exhibit (e)(1)
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
DISTRIBUTION AGREEMENT
----------------------
AGREEMENT made this 30th day of August, 1996 by and between NEW ENGLAND
TAX EXEMPT MONEY MARKET TRUST, a Massachusetts business trust (the "Trust"),
and NEW ENGLAND FUNDS, L.P., a Delaware limited partnership (the "Distributor").
WITNESSETH:
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 shall 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
<PAGE>
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 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 Rules of Fair Practice
of the National Association of Securities Dealers, Inc. (the "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
-2-
<PAGE>
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 or 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 articles of
organization or by- laws of the Distributor or by specific provision of
applicable law.
11. WORDS "NEW ENGLAND" AND LOGO. New England Life Insurance Company ("The
New England"), the parent of the Distributor, retains proprietary rights
in the words "New England" and the ship logos, both of which may be used
by the Trust only with the consent of the Distributor, which is
authorized by The New England to give such consent as provided herein.
The Distributor consents to the use by the Trust of the name "New England
Tax Exempt Money Market Trust" or any other name embodying the words "New
England" and of The New England's ship logos, in such forms as the
Distributor shall in writing approve, but only on condition and so long
as (i) this Agreement shall remain in full force and (ii) the Trust shall
fully perform, fulfill and comply with all provisions of this Agreement
expressed herein to be performed,
-3-
<PAGE>
fulfilled or complied with by it. No such name shall be used by the Trust
at any time or in any place or for any purposes or under any conditions
except as in this section provided. The foregoing authorization by the
Distributor as agent of The New England to the Trust to use said words
and ship logos as part of a business or name is not exclusive of the
right of the Distributor itself to use, or to authorize others to use,
the same; the Trust acknowledges and agrees that as between the
Distributor and the Trust, the Distributor has the exclusive right so to
use, or authorize others to use, said words and logos, and the Trust
agrees to take such action as may reasonably be requested by the
Distributor to give full effect to the provisions of this section
(including, without limitation, consenting to such use of said words and
logos). Without limiting the generality of the foregoing, the Trust
agrees that, upon any termination of this Agreement by either party or
upon the violation of any of its provisions by the Trust, the Trust will,
at the request of the Distributor made within six months after the
Distributor has knowledge of such termination or violation, use its best
efforts to change the name of the Trust so as to eliminate all reference,
if any, to the words "New England" and will not thereafter transact any
business in a name containing the words "New England" in any form or
combination whatsoever, or designate itself as the same entity as or
successor to any entity of such name, or otherwise use the words "New
England" or any other reference to the Distributor. Such covenants on the
part of the Trust shall be binding upon it, its trustees, officers,
shareholders, creditors and all other persons claiming under or through
it.
12. 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 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.
(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.
-4-
<PAGE>
Termination of this Agreement pursuant to this section shall be without payment
of any penalty.
13. 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.
14. 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.
15. APPLICABLE LAW AND LIABILITIES. This Agreernent 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.
NEW ENGLAND CASH MANAGEMENT TRUST
By /s/ Frank Nesvet
-----------------------------
Frank Nesvet, Treasurer
NEW ENGLAND FUNDS, L.P.,
By NEF Corporation, its general partner
By /s/ Bruce R. Speca
-----------------------------
Bruce Speca, Executive Vice President
-5-
<PAGE>
A copy of the Agreement and Declaration of Trust establishing New England
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.
-6-
