RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT
FIRST CHOICE FUNDS TRUST
February ___, 1998
First Data Distributors, Inc.
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Dear Sirs or Madams:
This will confirm the agreement between First Choice Funds Trust (the
"Trust") and First Data Distributors, Inc. (the "Distributor") as follows:
1. Definitions. (a) The Trust is an open-end management investment
company organized under the laws of the State of Delaware. The Trust is
registered under the Investment Company Act of 1940, as amended (the "Act"). The
Trust's shares of beneficial interest may be classified into series in which
each series represents the entire undivided interests of a separate portfolio of
assets. 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 Agreement
Supplement, and a "Series" shall mean the series of shares of beneficial
interest representing undivided interests in a Fund. All references herein to
this Agreement and Plan shall be deemed to be references to this Agreement and
Plan as it may from time to time be supplemented by Rule 12b- 1 Distribution
Plan and Agreement Supplements.
(b) As permitted by Rule 12b-1 (the "Rule") under the Act, the
Trust has adopted a Distribution Plan and Agreement (the "Plan") for each Fund
pursuant to which the Trust may make certain payments to the Distributor for
direct and indirect expenses incurred in connection with the distribution of
shares of the Funds. The Trust's Board of Trustees has determined that there is
a reasonable likelihood that the Plan, if implemented, 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 and Retail
Class Shares the trust shall pay the Distributor on the first business day of
each month in such an amount as the Distributor may have requested for
distribution activities, provided that each such payment shall not exceed an
annual rate of 0.25% of the average daily value of a Fund's net assets (as
determined on each business day at the time set forth in the Trust's currently
effective prospectus for determining net asset value per share) during the
preceding month in which the Plan is implemented.
(b) For purposes of calculating the maximum monthly fee, the
value of a Fund's net assets shall be computed in the manner specified in the
Trust's Declaration of Trust, dated June 5,1996 and in the Trust's Prospectus or
Prospectuses. All expenses incurred by the Trust hereunder shall be charged
against such Fund's assets. 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) For Service Class Shares and Retail Class
Shares the Distributor must use all amounts received under the Plan for (i)
advertising by radio, television, newspapers, magazines, brochures, sales
literature, direct mail or any other form of advertising, (ii) expenses of sales
employees or agents of the Distributor, including salary, commissions, travel
and related expenses, (iii) payments to broker-dealers and financial
institutions in connection with the distribution of shares, including payments
in amounts based on the average daily value of Fund Shares owned by shareholders
in respect of which the broker-dealer or institution has a distributing
relationship, (iv) costs of printing prospectuses, statements of additional
information and other materials to be given or sent to prospective investors,
(v) such other similar services as the Trustees determine to be reasonably
calculated to result in the sale of shares of the Funds, (vi) costs of
shareholder servicing which may be incurred by broker-dealers, banks or other
financial institutions, and (vii) other direct and indirect distribution-related
activities, including the provision 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 the operation of the Trust and the Fund pursuant to the Master
Administrative Services Contract between the Trust and First Data Distributors,
Inc. and the Master Distribution Contract between the Trust and the Distributor,
other than those services which are to be provided by the investment adviser
pursuant to the Master Investment Advisory Agreement between the Trust and First
American Capital Management, Inc.
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 "interested
persons" (as defined in the Act) of the Trust and who have no direct or indirect
financial 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 for
the purpose of voting on the Plan, and (b) the holders of a majority of the
outstanding securities of a Fund (as defined in the Act). Related agreements
shall 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 the
date of their adoption or execution, provided such continuances are approved
annually by a majority of the Board of Trustees, including a majority of the
Plan 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
of this Plan must be approved by the Trustees in accordance with procedures set
forth in paragraph 7 hereof, and (b) any amendment to increase materially the
amount to be expended by the Fund pursuant to this Plan must also be approved by
the vote of the holders of a majority of the outstanding voting securities of
the Fund (as defined in the Act), provided that no approval shall be 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 amend or 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 to
any 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" of
the 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 7
hereof, and (b) if the obligations of the Distributor under this Plan are to be
performed by any organization other than the Distributor, upon such
organization'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 a
period of not less than six years from the date of this Plan or any such related
agreement 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 liable
under 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 be
subject 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 June
5, 1996, 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 instrument 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,
FIRST CHOICE FUNDS TRUST
By:
Title:
FIRST DATA DISTRIBUTORS, INC.
By:
Title: