Exhibit 6
Form of Master Distribution Contract and
Supplements between Registrant and IBJ
Funds Distributor, Incorporated
MASTER DISTRIBUTION CONTRACT
IBJ FUNDS TRUST
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
November 18, 1994
▇▇▇▇▇▇ ▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs or Madams:
This will confirm the agreement between the undersigned (the
"Trust") and you (the "Distributor") as follows:
1. The Trust is an open-end investment company organized as a
Delaware 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 contract shall pertain to any Fund as shall be
designated in a Supplement to this Contract ("Supplement"), as further agreed
between the Trust and the Distributor. A separate series of shares of beneficial
interest in the Trust is offered to investors with respect to each Fund. The
Trust engages in the business of investing and reinvesting the assets of the
Funds in the manner and in accordance with the investment objectives and
restrictions specified in the Prospectus or Prospectuses (the "Prospectus")
relating to the Trust and the Funds included in 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 "1933 Act"). Copies of the documents referred to in
the preceding sentence have been furnished to the Distributor. Any amendments to
those documents shall be furnished to the Distributor promptly. The Trust has
also adopted a Distribution Plan and Agreement (and Supplements
- 1 -
thereto) (the "Plan") pursuant to Rule 12b-1 under the 1940 Act, to which this
contract is related.
2. As the Trust's agent, the Distributor shall be the
exclusive distributor for the unsold portion of shares of beneficial interest in
the Funds (the "shares") which may from time to time be registered under the
▇▇▇▇ ▇▇▇.
3. The Trust shall sell through the Distributor, as the
Trust's agent, shares to the eligible investors as described in the Prospectus.
All orders through the Distributor 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 agent, the Distributor may sell and
distribute shares in such manner not inconsistent with the provisions hereof and
the Prospectus as the Distributor may determine from time to time. In this
connection, the Distributor 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 "1934
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 Distributor
shall be offered for sale and sold by the Distributor to designated investors at
the price per share (the "offering price") specified and determined as provided
in the Prospectus. The Trust shall determine and promptly furnish to the
Distributor 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 a 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.
- 2 -
7. The Trust shall furnish the Distributor from time to time,
for use in connection with the sale of shares, such written information with
respect to the Trust as the Distributor 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
Distributor copies of its reports to its shareholders and such additional
information regarding the Trust's financial condition as the Distributor 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
"SEC"). The Trust represents and warrants to the Distributor 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 make 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 Distributor to do so, the Distributor may, at its option,
terminate this contract immediately. The Trust shall not file any amendment to
the Registration Statement of the Prospectus without giving the Distributor
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
- 3 -
the Registration Statement or the Prospectus as the Trust may deem advisable.
The Trust represents and warrants to the Distributor 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 Distributor from
time to time such number of copies of the most recent form of the Prospectus
filed with the SEC as the Distributor may reasonably request. The Trust
authorizes the Distributor to use the Prospectus, in the form furnished to the
Distributor from time to time, in connection with the sale of shares. The Trust
shall indemnify, defend and hold harmless the Distributor, its officers and
directors and any person who controls the Distributor 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
Distributor, its officers and directors 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 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 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 Distributor, its
officers or directors or any such controlling person, which notification
- 4 -
shall be given by letter or by telegram addressed to the Trust at its principal
office in New York, New York, 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 notify the Trust of any such
action shall not relieve the Trust from any liability 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 claims, demand or liability, but, in
such case, the defense shall be conducted by counsel chosen by the Trust and
approved by the Distributor. If the Trust elects to assume the defense of any
such suit and retain counsel approved by the Distributor, 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 the case the Distributor does not approve of
counsel chosen by the Trust, the Trust will reimburse the Distributor, its
officers and directors 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 Distributor or them. In addition, the Distributor shall have the right to
employ counsel to represent it, its officers and directors 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 Distributor against the Trust
hereunder if in the reasonable judgment of the Distributor it is advisable for
the Distributor, its officers and directors 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 Distributor, its officers and directors or any such controlling
person. This indemnity agreement shall inure exclusively to the benefit of the
Distributor and its successors, the Distributor's officers and trustees and
their respective estates and any such controlling persons and their successors
and estates. The Trust shall promptly notify the Distributor of the commencement
of any litigation or proceedings against it in connection with the issue and
sale of any shares.
- 5 -
10. The Distributor 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
connection therewith) which the Trust, its officers or trustees or any such
controlling person, may incur under the 1933 Act, the 1940 Act, the 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 (a) any alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor 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 and (b) any alleged act or omission on the
Distributor's part as the Trust's agent that has not been expressly authorized
by the Trust in writing. This indemnity agreement is expressly conditioned upon
the Distributor 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 Distributor at its principal office
in New York, New York, and sent to the Distributor 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 Distributor of any
such action shall not relieve the Distributor 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 Distributor's part otherwise
than on account of the indemnity agreement contained in this paragraph. The
Distributor shall have a right to control the defense of such action with
counsel of its own choosing and approved by 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.
- 6 -
11. No shares shall be sold through the Distributor 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 all times to have
shares effectively registered under the 1933 Act.
12. The Trust agrees to advise the Distributor 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.
- 7 -
14. The Distributor 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
Distributor of any of its responsibilities or obligations to the Trust under
this contract.
15. (a) The Distributor 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. The compensation of such persons shall
be paid by the Distributor.
(b) The Distributor 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
Distributor, (v) qualification of the Trust as a dealer or broker
under the laws of jurisdictions designated by the Distributor, (vi)
qualification of the Trust as a foreign corporation authorized to do
business in any jurisdiction if the Distributor 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 Distributor.
- 8 -
16. Except to the extent of that which is set forth in
paragraph 15 and under the Plan and of that portion of any applicable sales
charge which may be retained by the Distributor on the sale of certain Fund
shares (as set forth in the Prospectus), the Distributor will render all
services hereunder without compensation or reimbursement.
17. This contract, and any Supplement, shall become effective
with respect to a Fund on the date specified in the Supplement, and shall
continue in effect with respect to a Fund until such time as there shall remain
no unsold balance of shares registered under the 1933 Act, PROVIDED that this
contract shall continue in effect with respect to a Fund for a period of more
than two years from such date specified in the 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 Fund's outstanding voting
securities (as defined in the 1940 Act), and (b) by the vote, cast in person at
a meeting called for the purpose, 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 any Supplement, shall terminate
automatically in the event of its assignment (as defined in the 1940 Act). This
contract, and any Supplement, may, in any event, be terminated at any time,
without the payment of any penalty, by the Trust upon 60 days' written notice to
the Distributor and by the Distributor upon 60 days' written notice to the
Trust. If this contract is terminated with respect to any Fund, it shall
nonetheless remain in effect with respect to any remaining Funds.
18. Except to the extent necessary to perform the
Distributor's obligations under this contract, nothing herein shall be deemed to
limit or restrict the right of the Distributor or any affiliate of the
Distributor or any employee of the Distributor, to engage in any other business
or to devote time and attention to the management 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 Certificate of Trust, establishing the Trust, dated as
of August 25, 1994, together with all amendments thereto (the "Certificate"), is
on file in the Office of the Secretary of the State of Delaware. The obligations
of the Trust are not
- 9 -
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.
20. This contract shall be construed and its provisions
interpreted, in accordance with the laws of the State of New York.
- 10 -
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:
ACCEPTED
▇▇▇▇▇▇ ▇▇▇▇ INCORPORATED
By-------------------------
Title
- 11 -
RESERVE MONEY MARKET FUND
A SERIES OF IBJ FUNDS TRUST
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
November 18, 1994
▇▇▇▇▇▇ ▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
DISTRIBUTION CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between the undersigned (the
"Trust") and you (the "Distributor") as follows:
1. The Trust is an open-end management investment company
organized as a Delaware 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. Reserve Money
Market Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Distributor have entered into a Master
Distribution Contract ("Master Contract") pursuant to which the Distributor has
agreed to be the distributor of shares of the Trust.
3. As provided in paragraph 1 of the Master Contract, the
Trust hereby adopts the Master Contract with respect to the Fund, and the
Distributor hereby acknowledges that the Master Contract shall pertain to the
Fund, the terms and conditions of
- 1 -
such Master Contract being hereby incorporated herein by reference.
4. The term "Fund" as used in the Master Contract shall, for
purposes of this Supplement, pertain to the Fund.
5. This Supplement and the Master Distribution Contract
(together, the "Contract") shall become effective on November 18, 1994 and shall
continue in effect with respect to the Fund until such time as there shall
remain no unsold balance of shares registered under the 1933 Act, PROVIDED that
this Contract shall continue in effect 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 Fund's outstanding voting securities (as
defined in the 1940 Act), and (b) by the vote, cast in person at a meeting
called for the purpose, 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 any Supplement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act). This Contract may,
in any event, be terminated at any time, without the payment of any penalty, by
the Trust upon 60 days' written notice to the Distributor and by the Distributor
upon 60 days' written notice to the Trust.
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,
RESERVE MONEY MARKET
FUND, a Series of IBJ
Funds Trust
By------------------------
Title:
- 2 -
ACCEPTED:
▇▇▇▇▇▇ ▇▇▇▇ INCORPORATED
By-----------------------
Title:
- 3 -
CORE EQUITY FUND
A SERIES OF IBJ FUNDS TRUST
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
November 18, 1994
▇▇▇▇▇▇ ▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
DISTRIBUTION CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between the undersigned (the
"Trust") and you (the "Distributor") as follows:
1. The Trust is an open-end management investment company
organized as a Delaware 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. Core Equity Fund
(the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Distributor have entered into a Master
Distribution Contract ("Master Contract") pursuant to which the Distributor has
agreed to be the distributor of shares of the Trust.
3. As provided in paragraph 1 of the Master Contract, the
Trust hereby adopts the Master Contract with respect to the Fund, and the
Distributor hereby acknowledges that the Master Contract shall pertain to the
Fund, the terms and conditions of
- 1 -
such Master Contract being hereby incorporated herein by reference.
4. The term "Fund" as used in the Master Contract shall, for
purposes of this Supplement, pertain to the Fund.
5. This Supplement and the Master Distribution Contract
(together, the "Contract") shall become effective on November 18, 1994 and shall
continue in effect with respect to the Fund until such time as there shall
remain no unsold balance of shares registered under the 1933 Act, PROVIDED that
this Contract shall continue in effect 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 Fund's outstanding voting securities (as
defined in the 1940 Act), and (b) by the vote, cast in person at a meeting
called for the purpose, 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 any Supplement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act). This Contract may,
in any event, be terminated at any time, without the payment of any penalty, by
the Trust upon 60 days' written notice to the Distributor and by the Distributor
upon 60 days' written notice to the Trust.
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,
CORE EQUITY FUND, a
Series of IBJ Funds Trust
By---------------------------
Title:
- 2 -
ACCEPTED:
▇▇▇▇▇▇ ▇▇▇▇ INCORPORATED
By-------------------------
Title:
- 3 -
BOND FUND
A SERIES OF IBJ FUNDS TRUST
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
November 18, 1994
▇▇▇▇▇▇ ▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
DISTRIBUTION CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between the undersigned (the
"Trust") and you (the "Distributor") as follows:
1. The Trust is an open-end management investment company
organized as a Delaware 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. Bond Fund (the
"Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Distributor have entered into a Master
Distribution Contract ("Master Contract") pursuant to which the Distributor has
agreed to be the distributor of shares of the Trust.
3. As provided in paragraph 1 of the Master Contract, the
Trust hereby adopts the Master Contract with respect to the Fund, and the
Distributor hereby acknowledges that the Master Contract shall pertain to the
Fund, the terms and conditions of
- 1 -
such Master Contract being hereby incorporated herein by reference.
4. The term "Fund" as used in the Master Contract shall, for
purposes of this Supplement, pertain to the Fund.
5. This Supplement and the Master Distribution Contract
(together, the "Contract") shall become effective on November 18, 1994 and shall
continue in effect with respect to the Fund until such time as there shall
remain no unsold balance of shares registered under the 1933 Act, PROVIDED that
this Contract shall continue in effect 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 Fund's outstanding voting securities (as
defined in the 1940 Act), and (b) by the vote, cast in person at a meeting
called for the purpose, 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 any Supplement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act). This Contract may,
in any event, be terminated at any time, without the payment of any penalty, by
the Trust upon 60 days' written notice to the Distributor and by the Distributor
upon 60 days' written notice to the Trust.
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,
BOND FUND, a Series of
IBJ Funds Trust
By-------------------------
Title:
- 2 -
ACCEPTED:
▇▇▇▇▇▇ ▇▇▇▇ INCORPORATED
By----------------------------
Title:
- 3 -
GROWTH AND INCOME FUND
A SERIES OF IBJ FUNDS TRUST
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
November 18, 1994
▇▇▇▇▇▇ ▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
DISTRIBUTION CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between the undersigned (the
"Trust") and you (the "Distributor") as follows:
1. The Trust is an open-end management investment company
organized as a Delaware 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. Growth and
Income Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Distributor have entered into a Master
Distribution Contract ("Master Contract") pursuant to which the Distributor has
agreed to be the distributor of shares of the Trust.
3. As provided in paragraph 1 of the Master Contract, the
Trust hereby adopts the Master Contract with respect to the Fund, and the
Distributor hereby acknowledges that the Master Contract shall pertain to the
Fund, the terms and conditions of
- 1 -
such Master Contract being hereby incorporated herein by reference.
4. The term "Fund" as used in the Master Contract shall, for
purposes of this Supplement, pertain to the Fund.
5. This Supplement and the Master Distribution Contract
(together, the "Contract") shall become effective on November 18, 1994 and shall
continue in effect with respect to the Fund until such time as there shall
remain no unsold balance of shares registered under the 1933 Act, PROVIDED that
this Contract shall continue in effect 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 Fund's outstanding voting securities (as
defined in the 1940 Act), and (b) by the vote, cast in person at a meeting
called for the purpose, 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 any Supplement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act). This Contract may,
in any event, be terminated at any time, without the payment of any penalty, by
the Trust upon 60 days' written notice to the Distributor and by the Distributor
upon 60 days' written notice to the Trust.
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,
GROWTH AND INCOME FUND, a
Series of IBJ Funds Trust
By----------------------------
Title:
- 2 -
ACCEPTED:
▇▇▇▇▇▇ ▇▇▇▇ INCORPORATED
By------------------------
Title:
- 3 -