SECOND MASTER DISTRIBUTION CONTRACT
Republic Funds
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October 6, 1994
Signature Broker-Dealer
Services, Inc.
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Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
you (the "Sponsor") as follows:
1. The Trust is an open-end investment company organized as a Massachusetts
business trust, and consists of one or more separate investment portfolios as
may be established and designated by the Trustees from time to time (the
"Funds"). This Second Master Distribution Contract (this "Contract") shall
pertain to such Funds as shall be designated in supplements to this Contract
("Supplements"), as further agreed between the Trust and the Sponsor. A separate
series of shares of beneficial interest in the Trust (the "Shares") is offered
to investors with respect to each Fund. The Trust engages in the business of
investing and reinvesting the assets of each Fund in the manner and in
accordance with the investment objective and restrictions specified in the
currently effective Prospectus (the "Prospectus") relating to each Fund and the
Trust's Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act of 1940 (the
1940 Act") and the Securities Act of 1933 (the 111933 Act"). Copies of the
documents referred to in the preceding sentence have been furnished to the
Sponsor. Any amendments to those documents shall be furnished to the Sponsor
promptly. The Trust has entered into a Master Investment Management Contract and
Supplements thereto (the "Management Contract") with Republic National Bank of
New York (the "Adviser") under which the Adviser will provide the Trust with
investment management services and a Second Master Administrative Services
Contract and Supplements thereto (the "Administrative Services Contract") with
you.
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 2
2. The Sponsor shall be the Trust's distributor for the unsold portion of
the Shares which may from time to time be registered under the ▇▇▇▇ ▇▇▇.
3. The Trust shall sell Shares to the Sponsor, as the Trust's distributor,
for resale to the eligible investors as described in the Prospectus. All orders
through the Sponsor shall be subject to acceptance and confirmation by the
Trust. The Trust shall have the right, at its election, to deliver either Shares
issued upon original issue or treasury Shares.
4. As the Trust's distributor, the Sponsor may sell and distribute Shares
in such manner not inconsistent with the provisions hereof and each Fund's
Prospectus as the Sponsor may determine from time to time. In this connection,
the Sponsor shall comply with all laws, rules and regulations applicable to it,
including, without limiting the generality of the foregoing, all applicable
rules or regulations under the 1940 Act and of any securities association
registered under the Securities Exchange Act of 1934 (the 111934 Act").
5. The Trust reserves the right to sell Shares to purchasers to the extent
that it or the transfer agent for its Shares receives purchase requests
therefor.
6. All Shares offered for sale and sold by the Sponsor shall be offered for
sale and sold by the Sponsor to designated investors at the price per Share
specified and determined as provided in the Prospectus including any applicable
reductions or eliminations of sales charges described therein (the "offering
price"). The Trust shall determine and promptly furnish to the Sponsor a
statement of the offering price at least once on each day on which the New York
Stock Exchange is open for trading and on each additional day on which each
Fund's net asset value might be materially affected by changes in the value of
its portfolio securities. Each offering price shall become effective at the time
and shall remain in effect during the period specified in the statement. Each
such statement shall show the basis of its computation. The difference between
the offering price and net asset value (which amount shall not be in excess of
that set forth in the Prospectus) may be retained by the Sponsor, or all or any
part thereof may be paid to a purchaser's investment dealer, in accordance with
the Prospectus.
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 3
7. The Trust shall furnish the Sponsor from time to time, for use in
connection with the sale of Shares, such written information with respect to the
Trust as the Sponsor may reasonably request. In each case such written
information shall be signed by an authorized officer of the Trust. The Trust
represents and warrants that such information, when signed by one of its
officers, shall be true and correct. The Trust also shall furnish to the Sponsor
copies of its reports to its shareholders and such additional information
regarding the Trust's financial condition as the Sponsor may reasonably request
from time to time.
8. The Registration Statement and the Prospectus have been or will be, as
the case may be, prepared in conformity with the 1933 Act, the 1940 Act and the
rules and regulations of the Securities and Exchange Commission (the "SECII).
The Trust represents and warrants to the Sponsor that the Registration Statement
and the Prospectus contain or will contain all statements required to be stated
therein in accordance with the 1933 Act, the 1940 Act and the rules and
regulations thereunder, that all statements of fact contained or to be contained
therein are or will be true and correct at the time indicated or the effective
date, as the case may be, and that neither the Registration Statement nor the
Prospectus, when it shall become effective under the 1933 Act or be authorized
for use, shall include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading to a purchaser of Shares. The Trust shall from time to
time file such amendment or amendments to the Registration Statement and the
Prospectus as, in the light of future developments, shall, in the opinion of the
Trust's counsel, be necessary in order to have the Registration Statement and
the Prospectus at all times contain all material facts required to be stated
therein or necessary to inake the statements therein not misleading to a
purchaser of Shares. if the Trust shall not file such amendment or amendments
within 15 days after receipt by the Trust of a written request from the Sponsor
to do so, the Sponsor may, at its option, terminate this Contract immediately.
The Trust shall not file any amendment to the Registration Statement or the
Prospectus without giving the Sponsor reasonable notice thereof in advance,
provided that nothing in this Contract shall in any way limit the Trust's right
to file at any time such amendments to the Registration Statement or the
Prospectus as the Trust nay deem advisable. The Trust
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 4
represents and warrants to the Sponsor that any amendment to the Registration
Statement or the Prospectus filed hereafter by the Trust will, when it becomes
effective under the 1933 Act, contain all statements required to be stated
therein in accordance with the 1933 Act, the 1940 Act and the rules and
regulations thereunder, that all statements of fact contained therein will, when
the same shall become effective, be true and correct, and that no such
amendment, when it becomes effective, will include an untrue statement of a
material fact or will omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of Shares.
9. The Trust shall prepare and furnish to the Sponsor from time to time
such number of copies of the most recent form of the Prospectus filed with the
SEC as the Sponsor may reasonably request. The Trust authorizes the Sponsor to
use the Prospectus, in the form furnished to the Sponsor from time to time, in
connection with the sale of Shares. The Trust shall indemnify, defend and hold
harmless the Sponsor, its officers and Trustees and any person who controls the
Sponsor within the meaning of the 1933 Act, from and against any and all claims,
demands, liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Sponsor, its officers and Trustees or any such
controlling person may incur under the 1933 Act, the 1940 Act, the common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus or
arising out of or based upon any alleged omission to state a material fact
required to be stated in either or necessary to make the statements in either
not misleading. This Contract shall not be construed to protect the Sponsor
against any liability to the Trust or its shareholders to which the Sponsor
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Contract. This indemnity
agreement is expressly conditioned upon the Trust being notified of any action
brought against the Sponsor, its officers or Trustees or any such controlling
person, which notification shall be given by letter or by telegram addressed to
the Trust at its principal office and sent to the Trust by the person against
whom such action is brought within 10 days after the summons or other first
legal process shall have been served. The failure to
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 5
notify the Trust of any such action shall not relieve the Trust from any
iiability which it may have to the person against whom such action is brought by
reason of any such alleged untrue statement or omission otherwise than on
account of the indemnity agreement contained in this paragraph. The Trust shall
be entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, the defense shall be conducted by
counsel chosen by the Trust and approved by the Sponsor. If the Trust elects to
assume the defense of any such suit and retain counsel approved by the Sponsor,
the defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them, but in case the Trust does not elect
to assume the defense of any such suit, or in case the Sponsor does not approve
of counsel chosen by the Trust, the Trust will reimburse the Sponsor, its
officers and Trustees or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel retained by
the Sponsor or them. In addition, the Sponsor shall have the right to employ
counsel to represent it, its officers and Trustees and any such controlling
person who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Sponsor against the Trust hereunder if in
the reasonable judgment of the Sponsor it is advisable for the Sponsor, its
officers and Trustees or such controlling person to be represented by separate
counsel, in which event the fees and expenses of such separate counsel shall be
borne by the Trust. This indemnity agreement and the Trust's representations and
warranties in this Contract shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Sponsor, its
officers and Trustees or any such controlling person. This indemnity agreement
shall inure exclusively to the benefit of the Sponsor and its successors, the
Sponsor's officers and directors and their respective estates and any such
controlling persons and their successors and estates. The Trust shall promptly
notify the Sponsor of the commencement of any litigation or proceedings against
it in connection with the issue and sale of any Shares.
10. The Sponsor agrees to indemnify, defend and hold harmless the Trust,
its officers and Trustees and any person who controls the Trust within the
meaning of the 1933 Act, from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 6
connection therewith) which the Trust, its officers or Trustees or any such
controlling person, may incur under the 1933 Act, the 1940 Act, common law or
otherwise, but only to the extent that such liability or expense incurred by the
Trust, its officers or Trustees or such controlling person resulting from such
claims or demands shall arise out of or be based upon any alleged untrue
statement of a material fact contained in information furnished in writing by
the Sponsor to the Trust specifically for use in the Registration Statement or
the Prospectus or shall arise out of or be based upon any alleged omission to
state a material fact in connection with such information required to be stated
in the Registration Statement or the Prospectus or necessary to make such
information not misleading. This indemnity agreement is expressly conditioned
upon the Sponsor being notified of any action brought against the Trust, its
officers or Trustees or any such controlling person, which notification shall be
given by letter or telegram addressed to the Sponsor at its principal office and
sent to the Sponsor by the person against whom such action is brought, within 10
days after the summons or other first legal process shall have been served. The
failure to notify the Sponsor of any such action shall not relieve the Sponsor
from any liability which it may have to the Trust, its officers or Trustees or
such controlling person by reason of any such alleged misstatement or omission
on the Sponsor's part otherwise than on account of the indemnity agreement
contained in this paragraph. The Sponsor shall have a right to control the
defense of such action with counsel of its own choosing and approved by the
Trust if such action is based solely upon such alleged misstatement or omission
on the Sponsor's part, and in any other event the Trust, its officers and
Trustees or such controlling person shall each have the right to,participate in
the defense or preparation of the defense of any such action at their own
expense.
11. No Shares shall be sold to the Sponsor or by the Trust under this
Contract and no orders for the purchase of Shares shall be confirmed or accepted
by the Trust if and so long as the effectiveness of the Registration Statement
shall be suspended under any of the provisions of the 1933 Act. Nothing
contained in this paragraph 11 shall in any way restrict, limit or have any
application to or bearing upon the Trust's obligation to redeem Shares from any
shareholder in accordance with the provisions of its Declaration of Trust. The
Trust will use its best efforts at
Signature Broker-Dealer
Services, Inc
October 6, 1994.
Page 7
all times to have Shares effectively registered under the ▇▇▇▇
▇▇▇.
12. The Trust agrees to advise the Sponsor immediately:
(a) of any request by the SEC for amendments to the
Registration Statement or the Prospectus or for additional
information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the
Prospectus under the 1933 Act or the initiation of any proceedings for
that purpose;
(c) of the happening of any material event which makes untrue any
statement made in the Registration Statement or the Prospectus or which
requires the making of a change in either thereof in order to make the
statements therein not misleading; and
(d) of all action of the SEC with respect to any amendments to the
Registration Statement or the Prospectus which may from time to time be
filed with the SEC under the 1933 Act or the 1940 Act.
13. Insofar as they concern the Trust, the Trust shall comply with all
applicable laws, rules and regulations, including, without limiting the
generality of the foregoing, all rules or regulations made or adopted pursuant
to the 1933 Act, the 1940 Act or by any securities association registered under
the 1934 Act.
14. The Sponsor may, if it desires and at its own cost and expense, appoint
or employ agents to assist it in carrying out its obligations under this
Contract, but no such appointment or employment shall relieve the Sponsor of any
of its responsibilities or obligations to the Trust under this Contract.
15. (a) The Sponsor shall from time to time employ or associate with it
such persons as it believes necessary to assist it in carrying out its
obligations under this Contract.
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 8
(b) The Sponsor shall pay all expenses incurred in connection with its
qualification as a dealer or broker under Federal or state law.
(c) The Trust shall pay all expenses incurred in connection with (i)
the preparation, printing and distribution to shareholders of the Prospectus and
reports and other communications to shareholders, (ii) future registrations of
Shares under the 1933 Act and the ▇▇▇▇ ▇▇▇, (▇▇▇) amendments of the Registration
Statement subsequent to the initial public offering of Shares, (iv)
qualification of Shares for sale in jurisdictions designated by the Sponsor, (v)
qualification of the Trust as a dealer or broker under the laws of jurisdictions
designated by the Sponsor, (vi) qualification of the Trust as a foreign
corporation authorized to do business in any jurisdiction if the Sponsor
determines that such qualification is necessary or desirable for the purpose of
facilitating sales of Shares,, (vii) maintaining facilities for the issue and
transfer of Shares and (viii) supplying information, prices and other data to be
furnished by the Trust under this Contract.
(d) The Trust shall pay any original issue taxes or transfer taxes
applicable to the sale or delivery of Shares or certificates therefor.
(e) The Trust shall execute all documents and furnish any information
which may be reasonably necessary in connection with the qualification of Shares
of the Trust for sale in jurisdictions designated by the Sponsor.
16. The Sponsor will render all services hereunder without compensation or
reimbursement, except that the Sponsor shall receive such reimbursement as is
expressly permitted under this Contract.
17. This Contract, and any Supplement, shall become effective with respect
to each Fund on the date specified in each Fund's Supplement, and shall continue
in effect until such time as there shall remain no unsold balance of Shares for
such Fund registered under the 1933 Act, provided that this Contract shall
continue in effect with respect to such Fund for a period of more than two years
from such date specified in such Fund's Supplement only so long as such
continuance is specifically approved at least annually by (a) the Trust's Board
of Trustees or by the
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 9
vote of a majority of such Fund's outstanding voting securities (as defined in
the 1940 Act), and (b) the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trust's Trustees who
are not parties to this Contract or "interested persons" (as defined in the ▇▇▇▇
▇▇▇) of any such party. This Contract, and all of its Supplements, shall
terminate automatically in the event of assignment (as defined in the 1940 Act).
This Contract, and/or any and all Supplements, may, in any event, be terminated
at any time, without the payment of any penalty, by vote of a majority of the
Trust's Trustees who are not parties to this Contract or "interested persons"
(as defined in the ▇▇▇▇ ▇▇▇) and who have no direct or indirect financial
interest in the operation of this Contract or by vote of a majority of the
appropriate Fund's outstanding voting securities (as defined in the 1940 Act)
upon 60 days' written notice to the Sponsor and by the Sponsor upon 60 days'
written notice to the Trust.
18. Except to the extent necessary to perform the Sponsor's obligations
under this Contract, nothing herein shall be deemed to limit or restrict the
right of the Sponsor, or any affiliate of the Sponsor, or any employee of the
Sponsor to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
19. The Declaration of Trust establishing the Trust, filed on April 22,
1987, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Republic Funds" refers to the Trustees under the
Declaration collectively as trustees and not as individuals or personally, and
that no shareholder, Trustee, officer, employee or agent of the Trust shall be
subject to claims against or obligations of the Trust to any extent whatsoever,
but that the Trust estate only shall be liable.
20. This Contract shall be construed and its provisions
interpreted, in accordance with the laws of the Commonwealth of
Massachusetts.
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 10
If the foregoing correctly sets forth the agreement between the Trust and
the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By /S/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
ACCEPTED:
SIGNATURE BROKER-DEALER
SERVICES, INC.
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
SECOND DISTRIBUTION CONTRACT SUPPLEMENT
Republic Funds
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October 6, 1994
Signature Broker-Dealer
Services, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: REPUBLIC INTERNATIONAL EQUITY FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
you (the "Sponsor") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established by the Trustees of the Trust from time to
time. A separate class of Shares of beneficial interest of the trust is offered
to investors with respect to each investment portfolio. Republic International
Equity Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Sponsor have entered into a Second Master Distribution
Contract (the "Contract") pursuant to which the Sponsor has agreed to be the
distributor of the Shares.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts the
Contract with respect to the Fund, and the Sponsor hereby acknowledges that the
Contract shall pertain to the Fund, the terns and conditions of such Contract
being hereby incorporated herein by reference. All terms defined in the Contract
and not defined in this Supplement shall have the same meaning herein as
therein.
4. The term "Fund" as used in the Contract shall, for
purposes of this Supplement, pertain to the Fund.
5. This Supplement and the Contract shall become effective with respect to
the Trust and the Fund on October 6, 1994, and shall continue in effect until
such time as there shall remain no unsold balance of Shares registered under the
1933 Act, PROVIDED
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 2
that the Contract and this Supplement shall continue in effect with respect to
the Fund for a period of more than two years from the effective date of this
Supplement only so long as such continuance is specifically approved at least
annually by (a) the Trust's Board of Trustees or by the vote of a majority of
the Funds's outstanding voting securities (as defined in the 1940 Act), and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the Fund's outstanding voting securities (as defined in the 1940
Act) upon 60 days' written notice to the Sponsor and by the Sponsor upon 60
days' written notice to the Trust.
If the foregoing correctly sets forth the agreement between the Trust and
the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Accepted:
Signature Broker-Dealer
Services, Inc.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SECOND DISTRIBUTION CONTRACT SUPPLEMENT
Republic Funds
▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
October 6, 1994
Signature Broker-Dealer
Services, Inc.
▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: REPUBLIC FIXED INCOME FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
you (the "Sponsor") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established by the Trustees of the Trust from time to
time. A separate class of Shares of beneficial interest of the trust is offered
to investors with respect to each investment portfolio. Republic Fixed Income
Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Sponsor have entered into a Second Master Distribution
Contract (the "Contract") pursuant to which the Sponsor has agreed to be the
distributor of the Shares.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts the
Contract with respect to the Fund, and the Sponsor hereby acknowledges that the
Contract shall pertain to the Fund, the terms and conditions of such Contract
being hereby incorporated herein by reference. All terms defined in the Contract
and not defined in this Supplement shall have the same meaning herein as
therein.
4. The term "Fund" as used in the Contract shall, for purposes of this
Supplement, pertain to the Fund.
5. This Supplement and the Contract shall become effective with respect to
the Trust and the Fund on October 6, 1994, and shall continue in effect until
such time as there shall remain no unsold balance of Shares registered under the
1933 Act, PROVIDED
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 2
that the Contract and this Supplement shall continue in effect with respoct to
the Fund for a period of more than two years from the effective date of this
Supplement only so long as such continuance is specifically approved at least
annually by (a) the Trust's Board of Trustees or by the vote of a majority of
the Funds's outstanding voting securities (as defined in the 1940 Act), and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the Fund's outstanding voting securities (as defined in the 1940
Act) upon 60 days' written notice to the Sponsor and by the Sponsor upon 60
days' written notice to the Trust.
If the foregoing correctly sets forth the agreement between the Trust and
the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Accepted:
Signature Broker-Dealer
Services, Inc.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇