GENERAL DISTRIBUTION AGREEMENT
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GENERAL DISTRIBUTION AGREEMENT
AGREEMENT dated as of September 30, 2005, between the Stonebridge Funds Trust, a Delaware business trust (the "Trust"), on behalf of the Stonebridge Growth Fund and the Stonebridge Aggressive Growth Fund, each a series of the Trust (collectively, "the Funds"), and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, having its principal place of business in Denver, Colorado (the "Distributor").
WHEREAS, the Trust wishes to employ the services of the Distributor in connection with the promotion and distribution of the Funds' shares of beneficial interest (the "Shares");
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
- 1.
- DOCUMENTS—The
Trust has furnished the Distributor with copies of the Declaration of Trust, Investment Advisory Agreement, Administration Agreement, Custody Agreement,
Transfer Agency and Service Agreement, current Prospectus and Statement of Additional Information, and all forms relating to any plan, program or service offered by the Funds. The Trust shall furnish
promptly to the Distributor a copy of any amendment or supplement to any of the above-mentioned documents. The Trust shall furnish promptly to the Distributor any additional documents necessary or
advisable to perform its functions hereunder.
- 2.
- SALE
OF SHARES—The Trust grants to the Distributor the right to sell the Shares as agent on behalf of the Trust, during the term of this Agreement, subject to the
registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and of the laws governing the sale of securities in the various states "Blue Sky" laws, under the terms and
conditions set forth in this Agreement. The Distributor (i) shall have the right to sell, as agent on behalf of the Trust, Shares authorized for issue and registered under the 1933 Act, and
(ii) may sell Shares under offers of exchange between Funds.
- 3.
- SALE
OF SHARES BY THE TRUST—The rights granted to the Distributor shall be nonexclusive in that the Trust reserves the right to sell Shares to investors on applications
received and accepted by the Trust. Further, the Trust reserves the right to issue Shares in connection with the merger, consolidation or other combination by the Trust, through purchase or otherwise,
with any other entity.
- 4.
- SHARES
COVERED BY THIS AGREEMENT—This Agreement shall apply to unissued Shares of the Funds, if the Trust establishes one or more additional series with respect to which it
wishes to retain the Distributor to serve as distributor hereunder, it will notify the Distributor in writing. If the Distributor is willing to render such services under this Agreement, it will so
notify the Trust in writing, whereupon such series will become a "Fund" as defined hereunder and will be subject to the provisions of this Agreement to the same extent as the Funds named above, except
to the extent that such provisions are modified with respect to such new Fund in writing by the Trust and the Distributor and Shares of the Funds repurchased for resale.
- 5.
- PUBLIC OFFERING PRICE—Except as otherwise noted in the Funds' current Prospectus and/or Statement of Additional Information, all Shares sold to investors by the Distributor or the Trust will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, as determined in the manner described in the Funds' current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Funds' current Prospectus and/or Statement of Additional Information. The Funds shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission ("SEC") as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended (the "1940 Act"), to pay a portion of the sales charge to dealers who
have sold Shares of the Funds. If a fee in connection with shareholder redemptions is in effect, the Funds shall collect the fee on behalf of the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees.
- 6.
- SUSPENSION
OF SALES—If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares shall be
processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to
suspend sales and the Distributor's authority to process orders for Shares on behalf of the Funds if, in the judgment of the Trust, it is in the best interests of the Funds to do so. Suspension will
continue for such period as may be determined by the Trust.
- 7.
- SOLICITATION OF SALES—In consideration of these rights granted to the Distributor, the Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for Shares of the Funds. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. If a sales charge is in effect, the Distributor shall have the right to enter into sales agreements with dealers of its choice for the sale of Shares of the Funds to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Trust shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement.
All activities by Distributor and its agents and 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 pursuant to the 1940 Act by the SEC or any securities association registered under the Securities Exchange Act of 1934.
The Distributor will provide one or more persons, during normal business hours (7:00 a.m. to 6:00 p.m. Mountain Time), as required, to respond to telephone questions with respect to the Funds.
The Distributor will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund's transfer agent, and will promptly transmit any payments for shares to the Fund's transfer agent or custodian.
- 8.
- AUTHORIZED
REPRESENTATIONS—The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the
appropriate Registration Statement or Prospectus and Statement of Additional Information filed with the SEC under the 1933 Act (as such Registration Statement, Prospectus and Statement of Additional
Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Funds for the Distributor's use. Consistent with the
foregoing, the Distributor may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust, provided such sales literature complies with
applicable law and regulation.
- 9.
- REGISTRATION
OF SHARES—The Trust agrees that it will take all action necessary to register the Shares under the 1933 Act so that there will be available for sale the number
of Shares the Distributor may reasonably be expected to sell. The Trust shall make available to the Distributor, at the Distributor's expense, such number of copies of the currently effective
Prospectus and Statement of Additional Information as the Distributor may reasonably request. The Trust, at its expense, shall furnish to the Distributor copies of all information, financial
statements and other records which the Distributor may reasonably request for use in connection with the distribution of Shares of the Funds.
- 10.
- DISTRIBUTION EXPENSES—Unless otherwise agreed to by the parties hereto in writing, the Distributor shall bear all expenses in connection with the performance of its services hereunder, including, but not limited to, the cost of printing and distributing any Prospectuses and Statements of Additional Information or reports in connection with the offering of Shares for sale to the
public other than those required to be distributed to existing shareholders of the Funds. The cost to the Distributor shall be the incremental cost of preparing materials above those required to satisfy existing shareholder requirements. The Distributor shall have no obligation to pay or to reimburse the Funds for any other expenses incurred by or on behalf of the Funds.
- 11.
- FUND
EXPENSES—Unless otherwise agreed to by the parties hereto in writing or by the Trust and the Trust's other agents, the Funds shall pay all fees and expenses in
connection with (a) the filing of any registration statement under the 1933 Act and amendments prepared for use in connection with the offering of Shares for sale to the public,
(b) preparing, setting in type, printing and mailing Prospectuses, Statements of Additional Information and any supplements thereto sent to existing shareholders, (c) preparing, setting
in type, printing and mailing any report (including Annual and Semi-Annual Reports) or other communication to shareholders of the Fund, and (d) the "Blue Sky" registration and
qualification of Shares for sale in the various states in which the Board of Trustees of the Trust shall determine it advisable to qualify such Shares for sale (including registering the Fund as a
broker or dealer or any officer of the Fund as agent or salesman in any state).
- 12.
- USE
OF THE DISTRIBUTOR'S NAME—The Trust shall not use the name of the Distributor, or any of its affiliates, in any Prospectus or Statement of Additional Information,
sales literature, and other material relating to the Funds in any manner without the prior written consent of the Distributor (which shall not be unreasonably withheld); provided, however, that the
Distributor hereby approves all lawful uses of the names of the Distributor and its affiliates in the Prospectuses and Statements of Additional Information of the Trust and in all other materials
which merely refer in accurate terms to their appointments hereunder or which are required by the SEC, NASD, OCC or any state securities authority
- 13.
- USE
OF THE TRUST'S NAME OR FUNDS' NAMES—Neither the Distributor nor any of its affiliates shall use the name of the Trust or the Funds in any Prospectuses or Statements of
Additional Information, sales literature, or other material relating to the Trust on any forms for other than internal use in any manner without the prior consent of the Trust (which shall not be
unreasonably withheld); provided however, that the Trust hereby approves all lawful uses of its name in sales literature and all other materials which are required by the Distributor in the discharge
of its duties hereunder which merely refer in accurate terms to the appointment of the Distributor hereunder, or which are required by the SEC, NASD, OCC or any state securities authority.
- 14.
- INSURANCE—The
Distributor agrees to maintain fidelity bond and liability insurance coverages which are, in scope and amount, consistent with coverages customary for
distribution activities. The Distributor shall notify the Trust upon receipt of any notice of material, adverse change in the terms or provisions of its insurance coverage. Such notification shall
include the date of change and the reason or reasons therefor. The Distributor shall notify the Trust of any material claim against the Distributor, whether or not covered by insurance, and shall
notify the Trust from time to time as may be appropriate of the total outstanding claims made by the Distributor under its insurance coverage.
- 15.
- INDEMNIFICATION—The Trust agrees to indemnify and hold harmless the Distributor and each of its directors, officers and employees, and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act, against any loss, liability, claim, damages or expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) which any such person may incur in connection with any action, suit, investigation or proceeding arising out of or based upon the ground that the Registration Statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does
not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor.
Notwithstanding the foregoing, the Trust shall not be required to indemnify any person hereunder unless a court of competent jurisdiction has determined, in a final decision on the merits, that the person to be indemnified was not liable by reason of willful misfeasance, bad faith, or gross negligence in the performance of such person's duties, or by reason of such person's reckless disregard of such person's obligations under this Agreement ("disabling conduct"), or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnified person was not liable by reason of disabling conduct by (i) a vote of a majority of a quorum of the Board of Trustees of the Trust who are neither "interested persons" of the Trust as defined in Section 2(a)(19) of the 1940 Act nor parties to the proceeding, or (ii) an independent legal counsel in a written opinion.
In no case (i) is the indemnity of the Trust in favor of the Distributor or any other person indemnified herein to be deemed to protect the Distributor or any other person against any liability to the Trust or its security holders to which the Distributor or such other person 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 Agreement, or (ii) is the Trust to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or such other person indemnified herein unless the Distributor or such other person, as the case may be, shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or such other person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or such other person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to the Distributor or such other person or persons, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, the Distributor, its officers or directors or controlling person or persons, or such other person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by it or them. If the Trust does not elect to assume the defense of any suit, it will reimburse the Distributor, its officers or directors or controlling person or persons, or such other person or persons, defendant or defendants in the suit for the reasonable fees and expenses of any counsel retained by it or them. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of the Shares.
The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees, officers and employees, and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claims or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) which such person may incur in connection with any action, suit, investigation or proceeding arising out of or based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that the Registration Statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or such other person indemnified to be deemed to protect the Trust or such other person against any liability to the Trust or
its security holders to which the Trust or such other person 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 Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Trust or such other person indemnified unless the Trust or such other person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust or such other person (or after the Trust or such other person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Trust or such other person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to the Distributor, it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the Trust, to its officers and Trustees and to any controlling person or persons, or such other person or persons, defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the Trust or its controlling person or persons, or such other person or persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by it or them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the Trust, its officers and Trustees or controlling person or persons, or such other person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by it or them. The Distributor agrees to notify the Trust promptly of the commencement of any litigation or proceedings against it in connection with the issuance and sale of any of the Shares.
- 16.
- LIABILITY
OF THE DISTRIBUTOR—The Distributor shall not be liable for any damages or loss suffered by the Trust in connection with the matters to which this Agreement
relates, except for (a) damage or loss resulting from willful misfeasance, bad faith or gross negligence on the Distributor's part in the performance, or reckless disregard, of its duties under
this Agreement, and (b) damage and loss for which the Distributor has agreed to indemnify the Trust under Section 15 of this Agreement. Any person, even though also an officer, director,
employee or agent of the Distributor or any of its affiliates, who may be or become an officer of the Trust, shall be deemed, when rendering services to or acting on any business of the Trust in any
such capacity (other than services or business in connection with the Distributor's duties under this Agreement), to be rendering such services to or acting solely for the Trust and not as an officer,
director, employee or agent or one under the control or direction of the Distributor or any of its affiliates, even if paid by the Distributor or an affiliate thereof.
- 17.
- ACTS
OF GOD, ETC.—The Distributor shall not be liable for delays or errors occurring by reason of circumstances not reasonably foreseeable and beyond its control,
including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war riot, or failure of communication or
power supply. In addition, in the event of equipment breakdowns which are (i) beyond the reasonable control of the Distributor and (ii) not primarily attributable to the failure of the
Distributor to reasonably maintain or provide for the maintenance of such equipment, the Distributor shall, at no additional expense to the Trust, take reasonable steps in good faith to minimize
service interruptions but shall have no liability with respect thereto.
- 18.
- SUPPLEMENTAL INFORMATION—The Distributor and the Trust shall regularly consult with each other regarding the Distributor's performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to the Distributor at a reasonable time in advance of filing with the SEC copies of any amended or supplemented Registration Statements (including exhibits) under the 1933 Act and the 1940 Act, and, a reasonable time in advance of their proposed use, copies of any amended or supplemented forms relating to any plan, program or service offered by the Trust. Any change in such material which would require any change in the
Distributor's obligations under the foregoing provisions shall be subject to the Distributor's approval, which shall not be unreasonably withheld.
- 19.
- TERM—This Agreement will become effective as of the date first written above or such later date as may be agreed upon by the parties hereto, and shall continue for one year, and thereafter shall continue automatically with respect to each Fund for successive annual periods, provided such continuance is specifically approved at least annually (i) by the Trust's Board of Trustees or (ii) by a vote of a majority of the outstanding Shares of the Trust (as defined in the 1940 Act), provided that in either event the continuance is also approved by the majority of the Trust's Trustees who are not parties to the Agreement or interested persons (as defined in the 0000 Xxx) 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 with respect to each Fund without penalty on not less than sixty days's notice by the Trust's Trustees, by vote of a majority of the outstanding Shares of the Fund (as defined in the 0000 Xxx) or by the Distributor. Any termination shall not affect the rights and obligations of the parties under Sections 15, 19 or 21 hereof. This Agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act).
Upon the termination of this Agreement, the Distributor, at the Trust's expense and direction, shall transfer to such successor as the Trust shall specify all relevant books, records and other data established or maintained by the Distributor under this Agreement.
- 20.
- NOTICE—Any
notice required or permitted to be given by either party to the other hereunder shall be deemed sufficient if sent by (i) telex, (ii) telecopier,
or (iii) registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the following address or at such other address as may from time to time be
furnished by the other party to the party giving notice: if to the Trust at 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx X. Xxxxxx and if to the Distributor, at 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx, 00000, Attn: General Counsel.
- 21.
- CONFIDENTIAL
INFORMATION—The Distributor, its officers, directors, employees and agents will treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and to prior or present shareholders or to those persons or entities who respond to the Distributor's inquiries concerning investment in the Trust, and will
not use such records and information for any purposes other than performance of its responsibilities and duties hereunder. If the Distributor is requested or required by oral questions,
interrogatories, request for information or documents, or subpoena in connection with any civil investigation, demand or other action, proceeding or process or is otherwise required by law, statute,
regulation, writ, decree or the like to disclose such information, the Distributor will provide the Trust with prompt written notice of any such request or requirement so that the Trust may seek an
appropriate protective order or other appropriate remedy and/or waive compliance with this provision. If such order or other remedy is not sought, or obtained, or waiver not received, the Distributor
may, without liability hereunder, disclose to the person, entity or agency requesting or requiring the information that portion of the information that is legally required in the opinion of
Distributor's counsel.
- 22.
- MISCELLANEOUS—Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Colorado to the extent federal law does not govern. The captions in 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. Except as otherwise provided herein or under the 1940 Act, this Agreement may not be changed, waived, discharged or amended except by written instrument which shall make specific reference to this Agreement and which shall be signed by the party against which enforcement of such change, waiver, discharge or amendment is sought. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
The Distributor acknowledges that the Declaration of Trust of the Trust provides that the obligations of the Trust under this Agreement are not binding on any officers, trustees or shareholders of the Trust individually, but are binding only upon the assets and properties of the various Funds. The Distributor further acknowledges and agrees that the liabilities, obligations and expenses incurred hereunder with respect to a particular Fund shall be enforceable against the assets and property of such Fund only, and not against the assets or property of the other Fund or any other series of the Trust.
IN WITNESS WHEREOF, the Trust has executed this instrument in its name and behalf by one of its officers duly authorized, and the Distributor has executed this instrument in its name and behalf by one of its officers duly authorized, as of the day and year first above written.
| ALPS DISTRIBUTORS, INC. | ||
By: /s/ XXXXXX X. MAY Name: Xxxxxx X. May Title: Managing Director |
||
STONEBRIDGE FUNDS TRUST |
||
By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Chairman and President |
GENERAL DISTRIBUTION AGREEMENT
