Exhibit (e)(2)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 28th day of October, 1999 (the
"Agreement") by and between IBJ Funds Trust, a Delaware business trust (the
"Company") and Provident Distributors, Inc. (the "Distributor"), a Delaware
corporation.
WHEREAS, the Company is registered as a diversified, open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and is currently offering units of beneficial interest (such units
of all series are hereinafter called the "Shares"), representing interests in
investment portfolios of the Company identified on Schedule A hereto (the
"Funds") which are registered with the Securities and Exchange Commission (the
"SEC") pursuant to the Company's Registration Statement on Form N-1A (the
"Registration Statement"); and
WHEREAS, the Company desires to retain the Distributor as distributor for
the Funds to provide for the sale and distribution of the Shares of the Funds
identified on Schedule A and for such additional classes or series as the
Company may issue, and the Distributor is prepared to provide such services
commencing on the date first written above.
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein and intending to be legally bound hereby the parties hereto agree
as follows:
1. SERVICE AS DISTRIBUTOR
----------------------
1.1 The Distributor will act on behalf of the Company for the distribution of
the Shares covered by the Registration Statement under the Securities Act
of 1933, as amended (the "1933 Act"). The Distributor will have no
liability for payment for the purchase of Shares sold pursuant to this
Agreement or with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor
to solicit orders for the sale of the Shares and will undertake such
advertising and promotion as it believes reasonable in connection with such
solicitation. To the extent that the Distributor receives shareholder
services fees under any shareholder services plan adopted by the Company,
the Distributor agrees to furnish, and/or enter into arrangements with
others for the furnishing of, personal and/or account maintenance services
with respect to the relevant shareholders of the Company as may be required
pursuant to such plan. It is contemplated that the Distributor will enter
into sales or servicing agreements with securities dealers, financial
institutions and other industry professionals, such as investment advisers,
accountants and estate planning firms to the extent permitted by SEC and
NASD regulations or other governing law.
1.3 The Company understands that the Distributor is now, and may in the future
be, the distributor of the shares of several investment companies or series
(collectively, the "Investment Entities"), including Investment Entities
having investment objectives similar to those of the Company. The Company
further understands that investors and potential investors in the Company
may invest in shares of such other Investment
Entities. The Company agrees that the Distributor's duties to such
Investment Entities shall not be deemed in conflict with its duties to the
Company under this Section 1.3.
1.4 The Distributor shall not utilize any materials in connection with the sale
or offering of Shares except the Company's prospectus and statement of
additional information and such other materials as the Company shall
provide or approve.
1.5 All activities by the Distributor and its employees, as distributor of the
Shares, shall comply with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or adopted by
the SEC or the National Association of Securities Dealers.
1.6 The Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent for the Company.
1.7 Whenever in its judgment such action is warranted by unusual market,
economic or political conditions or abnormal circumstances of any kind, the
Company may decline to accept any orders for, or make any sales of, the
Shares until such time as the Company deems it advisable to accept such
orders and to make such sales, and the Company advises the Distributor
promptly of such determination.
1.8 The Company agrees to pay all reasonable costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as
amended, and all reasonable expenses in connection with maintaining
facilities for the issue and transfer of Shares and for supplying
information, prices and other data to be furnished by the Fund hereunder,
and all reasonable expenses in connection with the preparation and printing
of the Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders.
1.9 The Company agrees at its own expense to execute any and all documents and
to furnish any and all information and otherwise to take all actions that
may be reasonably necessary in connection with the qualification of the
Shares for sale in such states as the Distributor may designate. The
Company shall notify the Distributor in writing of the states in which the
Shares may be sold and shall notify the Distributor in writing of any
changes to the information contained in the previous notification.
1.10 The Company shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Company and
the Shares as the Company may reasonably request; and the Company warrants
that the statements contained in any such information shall fairly show or
represent what they purport to show or represent. The Company shall also
furnish the Distributor upon request with: (a) audited annual statements
and unaudited semi-annual statements of a Fund's books and accounts
prepared by the Company, (b) quarterly earnings statements prepared by the
Company, (c) a monthly itemized list of the securities in the Funds, and
(d) monthly balance sheets as soon as practicable after the end of each
month.
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1.11 The Company represents to the Distributor that all Registration Statements
and prospectuses filed by the Company with the SEC under the 1933 Act with
respect to the Shares have been prepared in conformity with the
requirements of the 1933 Act and the rules and regulations of the SEC
thereunder. As used in this Agreement, the term "Registration Statement"
shall mean any Registration Statement and any prospectus and any statement
of additional information relating to the Company filed with the SEC and
any amendments or supplements thereto at any time filed with the SEC.
Except as to information included in the Registration Statement in reliance
upon information provided to the Company by the Distributor or any
affiliate of the Distributor expressly for use in the Registration
Statement, the Company represents and warrants to the Distributor that any
Registration Statement, when such Registration Statement becomes effective,
will contain statements required to be stated therein in conformity with
the 1933 Act and the rules and regulations of the SEC; that all statements
of fact contained in any such Registration Statement will be true and
correct when such Registration Statement becomes effective; and that no
Registration Statement when such Registration Statement becomes effective
will 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 the Shares. The
Distributor may but shall not be obligated to propose from time to time
such amendment or amendments to any Registration Statement and such
supplement or supplements to any prospectus as, in the light of future
developments, may, in the opinion of the Distributor's counsel, be
necessary or advisable. The Distributor shall promptly notify the Company
of any advice given to it by its counsel regarding the necessity or
advisability of amending or supplementing such Registration Statement. If
the Company shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Company
of a reasonable written request from the Distributor to do so, the
Distributor may, at its option, terminate this Agreement. The Company
shall not file any amendment to any Registration Statement or supplement to
any prospectus without giving the Distributor reasonable notice thereof in
advance; provided, however, that nothing contained in this Agreement shall
in any way limit the Company's right to file at any time such amendments to
any Registration Statements and/or supplements to any prospectus, of
whatever character, as the Company may deem advisable, such right being in
all respects absolute and unconditional.
1.12 The Company authorizes the Distributor to use in connection with the
sale of the Shares any prospectus or statement of additional information in
the form furnished from time to time. The Company agrees to indemnify and
hold harmless the Distributor, its officers, directors, and employees, and
any person who controls the Distributor within the meaning of Section 15 of
the 1933 Act, free and harmless (a) from and against any and all claims,
costs, expenses (including reasonable attorneys' fees) losses, damages,
charges, payments and liabilities of any sort or kind which the
Distributor, its officers, directors, employees or any such controlling
person may incur under the 1933 Act, under any other statute, at common law
or otherwise, arising out of or based upon: (i) any untrue statement, or
alleged untrue statement, of a material fact contained in the Company's
Registration Statement, prospectus, statement of additional information, or
sales literature (including amendments and supplements thereto), or (ii)
any omission, or alleged omission, to state a material fact required to be
stated in the Company's Registration
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Statement, prospectus, statement of additional information or sales
literature (including amendments or supplements thereto), necessary to make
the statements therein not misleading, provided, however, that insofar as
losses, claims, damages, liabilities or expenses arise out of or are based
upon any such untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information furnished
to the Company by the Distributor or its affiliated persons for use in the
Company's Registration Statement, prospectus, or statement of additional
information or sales literature (including amendments or supplements
thereto), such indemnification is not applicable; and (b) from and against
any and all such claims, demands, liabilities and expenses (including such
costs and counsel fees) which you, your officers and directors, or such
controlling person, may incur in connection with this Agreement or the
Distributor's performance hereunder (but excluding such claims, demands,
liabilities and expenses (including such costs and counsel fees) arising
out of or based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any prospectus
or arising out of or based upon any omission, or alleged omission, to state
a material fact required to be stated in either any registration statement
or any prospectus or necessary to make the statements in either thereof not
misleading), unless such claims, demands, liabilities and expenses
(including such costs and counsel fees) arise by reason of the
Distributor's willful misfeasance, bad faith or negligence in the
performance of the Distributor's duties hereunder. The Company acknowledges
and agrees that in the event that the Distributor, at the request of the
Company, is required to give indemnification comparable to that set forth
in clause (a) of this Section 1.12 to any broker-dealer selling Shares of
the Company and such broker-dealer shall make a claim for indemnification
against the Distributor, the Distributor shall make a similar claim for
indemnification against the Company.
1.13 The Distributor agrees to indemnify and hold harmless the Company, its
several officers and Trustees and each person, if any, who controls a Fund
within the meaning of Section 15 of the 1933 Act against any and all
claims, costs, expenses (including reasonable attorneys' fees), losses,
damages, charges, payments and liabilities of any sort or kind which the
Company, its officers, Trustees or any such controlling person may incur
under the 1933 Act, under any other statute, at common law or otherwise,
but only to the extent that such liability or expense incurred by the
Company, its officers or Trustees, or any controlling person resulting from
such claims or demands arise out of the acquisition of any Shares by any
person which may be based upon any untrue statement, or alleged untrue
statement, of a material fact contained in the Company's Registration
Statement, prospectus or statement of additional information (including
amendments and supplements thereto), or any omission, or alleged omission,
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, if such statement or omission was
made in reliance upon information furnished or confirmed in writing to the
Company by the Distributor or its affiliated persons (as defined in the
▇▇▇▇ ▇▇▇) or in connection with the Distributor's willful misfeasance, bad
faith or negligence.
1.14 In any case in which one party hereto (the "Indemnifying Party") may be
asked to indemnify or hold the other party hereto (the "Indemnified Party")
harmless, the Indemnified Party will notify the Indemnifying Party promptly
after identifying any
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situation which it believes presents or appears likely to present a claim
for indemnification (an "Indemnification Claim") against the Indemnifying
Party, although the failure to do so shall not prevent recovery by the
Indemnified Party, and shall keep the Indemnifying Party advised with
respect to all developments concerning such situation. The Indemnified
Party will not confess any Indemnification Claim or make any compromise in
any case in which the Indemnifying Party will be asked to provide
indemnification, except with the Indemnifying Party's prior written
consent. The obligations of the parties hereto under this Section 1.14 and
Section 3.1 shall survive the termination of this Agreement.
The Indemnifying Party's indemnification agreement contained in this
Section 1.14 and Section 3.1 and the Indemnifying Party's representations
and warranties in this Agreement shall remain operative and in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Party, its officers, directors and employees, or any
controlling person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to the Indemnified Party's
benefit, to the benefit of its several officers, directors and employees,
and their respective estates and to the benefit of the controlling persons
and their successors. The Indemnifying Party agrees promptly to notify the
Indemnified Party of the commencement of any litigation or proceedings
against the Indemnifying Party or any of its officers or directors in
connection with the issue and sale of any Shares.
1.15 No Shares shall be offered by either the Distributor or the Company under
any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Company if and so long as
effectiveness of the Registration Statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
1933 Act, or if and so long as a current prospectus as required by Section
5(b)(2) of the 1933 Act is not on file with the SEC; provided, however,
that nothing contained in this Section 1.15 shall in any way restrict or
have any application to or bearing upon the Company's obligation to redeem
Shares tendered for redemption by any shareholder in accordance with the
provisions of the Company's Registration Statement, Declaration of Trust,
or bylaws.
1.16 The Company agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
(a) of any request by the SEC for amendments to the Registration Statement,
prospectus or statement of additional information then in effect 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, prospectus or statement of
additional information then in effect or the initiation by service of
process on the Company of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a
material fact made in the Registration Statement, prospectus or statement
of additional information
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then in effect or that requires the making of a change in such Registration
Statement, prospectus or statement of additional information in order to
make the statements therein not misleading; and
(d) of all actions of the SEC with respect to any amendments to any
Registration Statement, prospectus or statement of additional information
which may from time to time be filed with the SEC.
For purposes of this section, informal requests by or acts of the Staff of
the SEC shall not be deemed actions of or requests by the SEC.
2. TERM
----
2.1 This Agreement shall become effective immediately upon the consummation of
the acquistion of First Data Investor Services Group, Inc. by a subsidiary
of PNC Bank Corp., which the parties anticipate to occur on or about
December 1, 1999, and, unless sooner terminated as provided herein, shall
continue for an initial one-year term and thereafter shall be renewed for
successive one-year terms, provided such continuance is specifically
approved at least annually by (i) the Company's Board of Trustees or (ii)
by a vote of a majority (as defined in the 1940 Act and Rule 18f-2
thereunder) of the outstanding voting securities of the Company, provided
that in either event the continuance is also approved by a majority of the
Trustees who are not parties to this Agreement and who are not interested
persons (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable without penalty, on at least sixty
days' written notice, by the Company's Board of Trustees, by vote of a
majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding voting securities of the Company, or by the Distributor. This
Agreement will also terminate automatically in the event of its assignment
(as defined in the 1940 Act and the rules thereunder).
2.2 In the event a termination notice is given by the Company, all reasonable
expenses associated with movement of records and materials and conversion
thereof will be borne by the Company.
3. LIMITATION OF LIABILITY
-----------------------
3.1 Each party to this Agreement shall not be liable to the other party for any
error of judgment or mistake of law or for any loss suffered by the other
party in connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from the such party's willful
misfeasance, bad faith or negligence in the performance of such obligations
and duties, or by reason of its reckless disregard thereof. Each party
(the "Indemnifying Party") will indemnify the other party (the "Indemnified
Party") against and hold it harmless from any and all claims, costs,
expenses (including reasonable attorneys' fees), losses, damages, charges,
payments and liabilities of any sort or kind which may be asserted against
the Indemnified Party for which the Indemnified Party may be held to be
liable in connection with this Agreement or the Indemnified Party's
performance hereunder (a "Section 3.1 Claim"), unless such Section 3.1
Claim
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resulted from a negligent act or omission to act or bad faith by the
Indemnified Party in the performance of its duties hereunder. The
provisions of Section 1.14 shall apply to any indemnification provided by
the Indemnifying Party pursuant to this Section 3.1. The obligations of the
parties hereto under this Section 3.1 shall survive termination of this
Agreement.
3.2 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
3.5 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR CONSEQUENTIAL
DAMAGES.
4. MODIFICATIONS AND WAIVERS
-------------------------
No change, termination, modification, or waiver of any term or condition of
the Agreement shall be valid unless in writing signed by each party. A
party's waiver of a breach of any term or condition in the Agreement shall
not be deemed a waiver of any subsequent breach of the same or another term
or condition.
5. NO PRESUMPTION AGAINST DRAFTER
------------------------------
The Distributor and the Company have jointly participated in the
negotiation and drafting of this Agreement. The Agreement shall be
construed as if drafted jointly by the Company and the Distributor, and no
presumptions arise favoring any party by virtue of the authorship of any
provision of this Agreement.
6. PUBLICITY
---------
Neither the Distributor nor the Company shall release or publish news
releases, public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it without prior
review and written approval of the other party; provided, however, that
either party may make such disclosures as are required by legal, accounting
or regulatory requirements.
7. SEVERABILITY
------------
The parties intend every provision of this Agreement to be severable. If a
court of competent jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or invalidity shall not
affect the validity of the remainder of this Agreement. In such case, the
parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality
of this paragraph, if a court determines that any remedy stated in this
Agreement has failed of its essential purpose, then all other provisions of
this Agreement, including the limitations on liability and exclusion of
damages, shall remain fully effective.
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8. FORCE MAJEURE
-------------
No party shall be liable for any default or delay in the performance of its
obligations under this Agreement if and to the extent such default or delay
is caused, directly or indirectly, by (i) fire, flood, elements of nature
or other acts of God; (ii) any outbreak or escalation of hostilities, war,
riots or civil disorders in any country, (iii) any act or omission of the
other party or any governmental authority; (iv) any labor disputes (whether
or not the employees' demands are reasonable or within the party's power to
satisfy); or (v) nonperformance by a third party or any similar cause
beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any
such event, the non-performing party shall be excused from any further
performance and observance of the obligations so affected only for so long
as such circumstances prevail and such party continues to use commercially
reasonable efforts to recommence performance or observance as soon as
practicable.
9. MISCELLANEOUS
-------------
9.1 Any notice or other instrument authorized or required by this Agreement to
be given in writing to the Company or the Distributor shall be sufficiently
given if addressed to the party and received by it at its office set forth
below or at such other place as it may from time to time designate in
writing.
To the Company:
IBJ Funds Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to:
▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
To the Distributor:
Provident Distributors, Inc.
Four Falls Corporate Center, ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
9.2 The laws of the State of New York, excluding the laws on conflicts of laws,
and the applicable provisions of the 1940 Act shall govern the
interpretation, validity, and
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enforcement of this Agreement. To the extent the provisions of New York law
or the provisions hereof conflict with the 1940 Act, the 1940 Act shall
control. All actions arising from or related to this Agreement shall be
brought in the state and federal courts sitting in the City of New York,
and the Distributor and the Company hereby submit themselves to the
exclusive jurisdiction of those courts.
9.3 This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and which collectively shall be deemed to
constitute only one instrument.
9.4 The captions of this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
9.5 This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and is not intended to
confer upon any other person any rights or remedies hereunder.
9.6 The Distributor agrees to grant to the auditors and regulators of the
Company the same access to the books and records of the Company held by the
Distributor as if such were held by the Company.
10. CONFIDENTIALITY
---------------
10.1 The parties agree that the Proprietary Information (defined below)
(collectively "Confidential Information") are confidential information of
the parties and their respective licensers. The Company and the
Distributor shall exercise reasonable care to safeguard the confidentiality
of the Confidential Information of the other. The Company and the
Distributor may each use the Confidential Information only to exercise its
rights or perform its duties under this Agreement. The Company and the
Distributor shall not sell or disclose to others the Confidential
Information of the other, in whole or in part, without the prior written
permission of the other party. The Company and the Distributor may,
however, disclose Confidential Information to its employees who have a need
to know the Confidential Information to perform work for the other,
provided that each shall use reasonable efforts to ensure that the
Confidential Information is not duplicated or disclosed by its employees in
breach of this Agreement. The Company and the Distributor may also
disclose the Confidential Information to independent contractors, auditors
and professional advisors and as required by law or regulatory authorities.
Notwithstanding the previous sentence, in no event shall either the Company
or the Distributor disclose the Confidential Information to any competitor
of the other without specific, prior written consent.
10.2 Proprietary Information means:
(a) any data or information that is sensitive material, and not generally
known to the public, including, but not limited to, information about
product plans, marketing strategies, finance, operations, customer
relationships, customer profiles, sales estimates,
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business plans, and internal performance results relating to the past,
present or future business activities of the Company or the Distributor,
their respective subsidiaries and affiliated companies and the customers,
clients and suppliers of any of them;
(b) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the
sense that its confidentiality affords the Company or the Distributor a
competitive advantage over its competitors: and
(c) all confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, show-how and trade secrets, whether or not
patentable or copyrightable.
10.3 Confidential Information may be memorialized in, without limitation,
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment,
prototypes or models, and any other tangible manifestation of the foregoing
of either party which now exist or come into the control or possession of
the other.
10.4 Each party acknowledges that breach of the restrictions on use,
dissemination or disclosure of any Confidential Information of the other
party would result in immediate and irreparable harm, and money damages
would be inadequate to compensate the other party for that harm. Each
Party shall be entitled to equitable relief, in addition to all other
available remedies, to redress any such breach.
11. The Company and the Distributor agree that the obligations of the Company
under the Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Company individually, but are binding only upon
the assets and property of the Company, as provided in the Declaration of
Trust. The execution and delivery of this Agreement have been authorized
by the Trustees of the Company, and signed by an authorized officer of the
Company, acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them or any shareholder of the Company individually or
to impose any liability on any of them or any shareholder of the Company
personally, but shall bind only the assets and property of the Company as
provided in the Declaration of Trust.
12. ENTIRE AGREEMENT
----------------
This Agreement, including all Schedules hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous proposals, agreements, contracts,
representations, and understandings, whether written or oral, between the
parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
IBJ FUNDS TRUST
By:_________________________
Name:_______________________
Title:________________________
PROVIDENT DISTRIBUTORS, INC.
By:_________________________
Name:_______________________
Title:________________________
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SCHEDULE A
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Name of Funds
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The Reserve Money Market Fund
The Core Fixed Income Fund
The Core Equity Fund
The Blended Total Return Fund
A-1