Exhibit (m)(3)
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT
(SERVICE CLASS)
IBJ FUNDS TRUST
January 28,2000
Provident Distributors, Inc.
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Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust") and
Provident Distributors, Inc.(the "Distributor") as follows:
1. DEFINITIONS. (a) The Trust is an open-end management investmentcompany
organized under the laws of the State of Delaware. The Trust is registered under
the Investment Company Act of 1940, as amended (the "Act"). TheTrust's shares of
beneficial interest may be classified into series in which each series
represents the entire undivided interests of a separate portfolio ofassets. Each
series may be divided into multiple classes. For all purposes of this Agreement
and Plan, a "Fund" shall mean a separate portfolio of assets of the Trust which
has entered into a Rule 12b-1 Distribution Plan and AgreementSupplement, and a
"Series" shall mean the series of shares of beneficial interest representing
undivided interests in a Fund. All references herein tothis Agreement and Plan
shall be deemed to be references to this Agreement andPlan as it may from time
to time be supplemented by Rule ▇▇▇- ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇. (▇) As permitted by Rule 12b-1 (the "Rule") under the Act, the
Trust hasadopted a Distribution Plan and Agreement (the "Plan") for the Service
Class ofShares of each Fund pursuant to which the Trust may make certain
payments to theDistributor for direct and indirect expenses incurred in
connection with thedistribution of shares of the Funds. The Trust's Board of
Trustees hasdetermined that there is a reasonable likelihood that the Plan,
ifimplemented, will benefit each Fund and its shareholders.
2. ADOPTION OF PLAN. The Trust hereby adopts this Plan, and the parties
hereto enter into this Plan, on the terms and conditions specified herein.
3. DISTRIBUTION-RELATED FEE.
(a) For Service Class shares, the Trust shall pay the Distributoron
the first business day of each month in such an amount as the Distributor may
have requested for distribution activities, provided that each suchpayment shall
not exceed an annual rate of 0.25% of the average daily value of aFund's net
assets attributable to its Service Class shares (as determined oneach business
day at the time set forth in the Trust's currently effectiveprospectus for
determining net asset value per share) during the preceding monthin which the
Plan is implemented.
(b) For purposes of calculating the maximum of each such monthlyfee,
the value of a Fund's net assets shall be computed in the mannerspecified in the
Trust's Declaration of Trust, and in the Trust's Prospectus orProspectuses, as
the same may be amended from time to time. All expensesincurred by the Trust
hereunder shall be charged against the relevant Fund'sassets. For purposes of
this Plan, a "business day" is any day the New York Stock Exchange is open for
trading.
4. PURPOSES OF PAYMENTS.
(a) The Distributor must use all amounts received under the Plan for
(i)advertising by radio, television, newspapers, magazines, brochures,
salesliterature, direct mail or any other form of advertising, (ii) expenses of
salesemployees or agents of the Distributor, including salary,
commissions,travel and related expenses, (iii) payments to broker-dealers and
financialinstitutions in connection with the distribution of shares, including
paymentsin amounts based on the average daily value of Fund shares owned by
shareholdersin respect of which the broker-dealer or institution has a
distributingrelationship, (iv) costs of printing prospectuses, statements of
additionalinformation and other materials to be given or sent to prospective
investors,(v) such other similar services as the Board of Trustees determines to
bereasonably calculated to result in the sale of shares of the Funds, (vi)costs
of shareholder servicing and administrative services support which maybe
incurred by broker-dealers, banks or other financial institutions, and (vii)
other direct and indirect distribution-related activities, including
theprovision of services with respect to maintaining the assets of the Funds.
(b) The services rendered by the Distributor hereunder are in addition
to the distribution and administrative services reasonably necessary for
theoperation of the Trust and the Fund pursuant to the AdministrativeServices
Agreement between the Trust and First Data Investor Services Group,Inc. and the
Distribution Contract between the Trust and the Distributor, other than those
services which are to be provided by the investment adviserpursuant to the
Master Investment Advisory Agreement between the Trust and IBJ ▇▇▇▇▇▇▇▇ Bank &
Trust Company.
5. RELATED AGREEMENTS. All other agreements relating to the implementation
of this Plan (the "related agreements") shall be in writing, and such related
agreements shall be subject to termination, without penalty, on not more than
sixty days' written notice to any other party to the agreement, in accordance
with the provisions of clauses (a) and (b) of paragraph 9 hereof.
6. APPROVALS BY TRUSTEES AND SHAREHOLDERS. This Plan shall become effective
upon approval by (a) a majority of the Board of Trustees of the Trust for each
Fund, including a majority of the Trustees who are not "interestedpersons" (as
defined in the Act) of the Trust and who have no direct or indirectfinancial
interest in the operation of the Plan or in any related agreements(the "Plan
Trustees"), pursuant to a vote cast in person at a meeting called forthe purpose
of voting on the Plan, and (b) the holders of a majority of theoutstanding
securities of a Fund (as defined in the Act). Related agreementsshall be subject
to approval by the Trustees in the manner provided in clause(a) of the preceding
sentence.
7. DURATION AND ANNUAL APPROVAL BY TRUSTEES. This Plan and any related
agreements shall continue in effect for a period of more than one year from
thedate of their adoption or execution, provided such continuances are
approvedannually by a majority of the Board of Trustees, including a majority of
thePlan Trustees, pursuant to a vote east in person at a meeting called for the
purpose of voting on the continuance of this Plan or any related agreement.
8. AMENDMENTS. This Plan may be amended at any time with the approval of a
majority of the Board of Trustees, provided that (a) any material amendment
ofthis Plan must be approved by the Trustees in accordance with procedures
setforth in paragraph 7 hereof, and (b) any amendment to increase materially
theamount to be expended by a particular Fund pursuant to this Plan must also
beapproved by the vote of the holders of a "majority of the outstanding
votingsecurities" of the Fund (as defined in the Act), provided that no approval
shallbe required in respect of a Rule 12b-1 Distribution Plan and Agreement
Supplement entered into to add a Fund to those covered by this Plan (or to
amendor terminate such supplement) by the holders of the outstanding voting
securities of any Series other than that of such Fund.
9. TERMINATION. This Plan may be terminated at any time, without the
payment of any penalty, by (a) the vote of a majority of the Plan Trustees or(b)
the vote of the holders of a "majority of the outstanding voting securities"of a
Fund (as defined in the Act). If this Plan is terminated with respect toany
Fund, it shall nonetheless remain in effect with respect to any remaining Funds.
10. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect, the
selection and nomination of the Trustees who are not "interested persons" ofthe
Trust (as defined in the Act) shall be committed to the discretion of the
Trustees then in office who are not "interested persons" of the Trust.
11. EFFECT OF ASSIGNMENT. To the extent that this Plan constitutes a plan
of distribution adopted pursuant to the Rule, it shall remain in effect as such
so as to authorize the use of the Fund's assets in the amounts and for the
purposes set forth herein, notwithstanding the occurrence of an assignment (as
defined in the Act). To the extent this Plan concurrently constitutes an
agreement relating to implementation of the plan of distribution, it shall
terminate automatically in the event of its assignment, and the Trust may
continue to make payments pursuant to this Plan only (a) upon the approval of
the Board of Trustees in
accordance with the procedures set forth in paragraph 7hereof, and (b) if the
obligations of the Distributor under this Plan are to be performed by any
organization other than the Distributor, upon suchorganization's adoption and
assumption in writing of all provisions of this Plan as party hereto.
12. QUARTERLY REPORTS TO TRUSTEES. The Distributor shall prepare and
furnish to the Board of Trustees, at least quarterly, a written report setting
forth all amounts expended pursuant to this Plan and any related agreements and
the purposes for which such expenditures were made. The written report shall
include a detailed description of the continuing services provided by
broker-dealers and other financial intermediaries pursuant to paragraph 4 of
this Plan.
13. PRESERVATION OF RECORDS. The Trust shall preserve copies of this Plan,
any related agreements and any reports made pursuant to this Plan for aperiod of
not less than six years from the date of this Plan or any such relatedagreement
or report. For the first two years, copies of such documents shall be preserved
in an easily accessible place.
14. LIMITATIONS ON LIABILITY OF DISTRIBUTOR. The Distributor shall give the
Trust the benefit of the Sponsor's best judgment and efforts in rendering
services under this Plan. As an inducement to the Distributor's undertaking to
render these services, the Trust agrees that the Distributor shall not be
liableunder this Plan for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this Plan
shall be deemed to protect or purport to protect the Distributor against any
liability to the Trust or its shareholders to which the Distributor would
otherwise besubject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Distributor's duties under this Plan or by
reason of the Distributor's reckless disregard of its obligations and duties
hereunder.
15. OTHER DISTRIBUTION-RELATED EXPENDITURES. Nothing in this Plan shall
operate or be construed to limit the extent to which the Distributor or any
other person other than the Trust may incur costs and pay expenses associated
with the distribution of Fund shares.
16. MISCELLANEOUS. The Trust's Certificate of Trust, dated as of August 25,
1994, as amended, is on file with the Secretary of State of the State of
Delaware. The obligations of the Trust are not personally binding upon, nor
shall resort be had to the private property of any of the Trustees,
shareholders, officers, employees or agents of the Trust, but only the Trust's
property shall be bound.
IN WITNESS WHEREOF, each of the parties has caused this nstrument to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
Very truly yours,
IBJ FUNDS TRUST
By:___________________________
Title:
PROVIDENT DISTRIBUTORS, INC.
By:___________________________
Title:
IBJ BLENDED TOTAL RETURN FUND
A Series of IBJ Funds Trust
January 28, 2000
Provident Distributors, Inc.
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Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust")
and Provident Distributors, Inc. (the "Distributor") as follows:
IBJ Blended Total Return Fund, IBJ Core Equity Fund and IBJ Core Fixed
Income Fund (each a "Fund" and collectively, "the Funds") are each a series
portfolio of the Trust which has been organized as a business trust under the
laws of the State of Delaware and is an open-end management investment company.
The Trust and the Distributor have entered into a Rule 12b-1 Distribution Plan
and Agreement, dated January 28, 2000 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
21. Adoption of Master Agreement. The Master Agreement is hereby adopted
for the Funds. Each Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
22. Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of the Service Class of each Fund.
If the foregoing correctly sets forth the agreement between the Trust and
the Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
IBJ FUNDS TRUST
By:_________________________
Title:
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PROVIDENT DISTRIBUTORS, INC.
By:________________________
Title:
IBJ CORE EQUITY FUND
A Series of IBJ Funds Trust
January 28, 2000
Provident Distributors, Inc.
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Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust")
and Provident Distributors, Inc. (the "Distributor") as follows:
IBJ Blended Total Return Fund, IBJ Core Equity Fund and IBJ Core Fixed
Income Fund (each a "Fund" and collectively, "the Funds") are each a series
portfolio of the Trust which has been organized as a business trust under the
laws of the State of Delaware and is an open-end management investment company.
The Trust and the Distributor have entered into a Rule 12b-1 Distribution Plan
and Agreement, dated January 28, 2000 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
21. Adoption of Master Agreement. The Master Agreement is hereby adopted
for the Funds. Each Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
22. Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of the Service Class of each Fund.
If the foregoing correctly sets forth the agreement between the Trust and
the Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
IBJ FUNDS TRUST
By:_________________________
Title:
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PROVIDENT DISTRIBUTORS, INC.
By:________________________
Title:
IBJ CORE FIXED INCOME FUND
(Service Class)
A Series of IBJ Funds Trust
January 28, 2000
Provident Distributors, Inc.
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Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust")
and Provident Distributors, Inc. (the "Distributor") as follows:
IBJ Blended Total Return Fund, IBJ Core Equity Fund and IBJ Core Fixed
Income Fund (each a "Fund" and collectively, "the Funds") are each a series
portfolio of the Trust which has been organized as a business trust under the
laws of the State of Delaware and is an open-end management investment company.
The Trust and the Distributor have entered into a Rule 12b-1 Distribution Plan
and Agreement, dated January 28, 2000 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
21. Adoption of Master Agreement. The Master Agreement is hereby adopted
for the Funds. Each Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
22. Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of the Service Class of each Fund.
If the foregoing correctly sets forth the agreement between the Trust and
the Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
IBJ FUNDS TRUST
By:_________________________
Title:
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PROVIDENT DISTRIBUTORS, INC.
By:________________________
Title: