RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT
FIRST CHOICE FUNDS TRUST
September 20, 1997
First Data Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
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 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
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:
U.S. TREASURY RESERVE FUND
A Series of First Choice Funds Trust
September 20, 1997
First Data Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
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:
The U.S. Treasury Reserve Fund (the "Fund") is a series
portfolio of the Trust which has been organized as a business
trust under the laws of the State of Delaware and is an open-end
management investment company. The Trust and the Distributor have
entered into a Rule 12b-1 Distribution Plan and Agreement, dated
August 23, 1996 (as from time to time amended and supplemented,
the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediar-
ies for rendering certain distribution related services, as more
fully set forth therein. Certain capitalized terms used without
definition in this Supplement have the meaning specified in the
Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is
hereby adopted for the Fund. The Fund shall be one of the "Funds"
referral to in the Master Agreement; and its shares shall be a
"Series" of shares as referred to therein.
2. Payment of Fees. Payments pursuant to the Master
Agreement and this Supplement are paid in accordance with para-
graph 3 of the Master Agreement and at an annual rate not in
excess of 0.25% of the average daily value of the net assets of
U.S. Treasury Reserve Fund.
If the foregoing correctly sets forth the agreement between
the Trust and the Distributor, please so indicate by signing and
returning to the Trust the enclosed copy hereof.
Very truly yours,
U.S. TREASURY RESERVE FUND, a Series of First Choice Funds Trust
By:
Title:
The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:
FIRST DATA DISTRIBUTORS, INC.
By:
Title:
CASH RESERVE FUND
A Series of First Choice Funds Trust
September 20, 1997
First Data Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
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:
The Cash Reserve Fund (the "Fund") is a series portfolio of
the Trust which has been organized as a business trust under the
laws of the State of Delaware and is an open-end management
investment company. The Trust and the Distributor have entered
into a Rule 12b-1 Distribution Plan and Agreement, dated August
23, 1996 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed
to pay broker-dealers and other financial intermediaries for
rendering certain distribution related services, as more fully set
forth therein. Certain capitalized terms used without definition
in this Supplement have the meaning specified in the Master
Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is
hereby adopted for the Fund. The Fund shall be one of the "Funds"
referral to in the Master Agreement; and its shares shall be a
"Series" of shares as referred to therein.
2. Payment of Fees. Payments pursuant to the Master
Agreement and this Supplement are paid in accordance with
paragraph 3 of the Master Agreement and at an annual rate not in
excess of 0.25% of the average daily value of the net assets of
Cash Reserve Money Market Fund.
If the foregoing correctly sets forth the agreement between
the Trust and the Distributor, please so indicate by signing and
returning to the Trust the enclosed copy hereof.
Very truly yours,
CASH RESERVE FUND,
a Series of First
Choice Funds Trust
By:
Title:
The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:
FIRST DATA DISTRIBUTORS, INC.
By:
Title:
