Exhibit (e)(xii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
MASTER DISTRIBUTION CONTRACT
FundManager Portfolios
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 31, 1998
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
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 is authorized to issue shares of beneficial interest
("Shares") in separate series (or sub-trusts) ("Portfolios") which may be
divided into one or more separate classes of shares of beneficial interest (a
"Class") as may be established and designated by the Trustees from time to time.
This Master Distribution Contract (this "Contract") shall pertain to the
Portfolios and Classes designated in supplements to this Contract
("Supplements"), as further agreed between the Trust and the Distributor. The
Trust engages in the business of investing and reinvesting the assets of each
Portfolio or Class, as the case may be, in the manner and in accordance with the
investment objective and restrictions specified in the currently effective
Prospectus (the "Prospectus") relating to the Trust and each Portfolio or Class
included in the Trust's registration statement on Form N-1A, 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 also has adopted a Master
Distribution Plan (and Supplements thereto) (the "Plan") pursuant to Rule 12b-1
under the 1940 Act with respect to certain Classes of certain Portfolios.
2. The Distributor shall be the Trust's distributor for the unsold
portion of the Shares which may from time to time be registered under the 1933
Act and will provide (or cause to be provided) certain shareholder services.
3. The Trust shall sell Shares to the Distributor for resale, directly
or through dealers, 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 distributor, the Distributor may sell and distribute
Shares of a Portfolio or Class in such manner not inconsistent with the
provisions hereof and the Trust's Prospectus with respect to that Portfolio or
Class as it 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
public offering price per Share specified and determined as provided in the
Prospectus (the "offering price"). 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 each Portfolio's or Class' 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. The difference between the offering price and net
asset value (which amount shall not be in excess of that set forth in the
Prospectus) may be retained by the Distributor, or all or any part thereof may
be paid to a purchaser's investment dealer, in accordance with the Prospectus.
7. The Distributor may provide shareholder services or, as agent for
the Trust, arrange for the provision of shareholder services by dealers, banks
or others. Such services may include providing personal services to shareholders
and maintaining shareholder accounts.
8. 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.
9. 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 or 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 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.
10. 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 it from time to
time, in connection with the sale of Shares. The Trust shall indemnify, defend
and hold harmless the Distributor, its officers and Trustees 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
Trustees 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 therein 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 Trustees or any such controlling person, which notification shall be given by
letter or by telegram addressed to the Trust at its principal office 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 claim,
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 case the
Distributor does not approve of counsel chosen by the Trust, the Trust will
reimburse the Distributor, its officers and Trustees 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 Trustees 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 Trustees 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 Trustees
or any such controlling person. This indemnity agreement shall inure exclusively
to the benefit of the Distributor and its successors, its officers and directors
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.
11. 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, 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 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. 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 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 if such action is based solely upon such alleged misstatement or
omission on the Distributor's part, and in any other event 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.
12. No Shares shall be sold to 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 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.
13. 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.
14. 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.
15. 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.
16. (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.
(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 1940 Act, (iii) 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.
17. The Distributor will render all services hereunder without
compensation or reimbursement, except that the Distributor shall receive such
compensation or reimbursement in the form of (i) any reimbursement or
compensation as is provided for by a Plan, (ii) such other reimbursement or
compensation as is expressly permitted under this Contract, and (iii) applicable
dealer reallowances described in the Prospectus.
18. This Contract, and any Supplement, shall become effective with
respect to a Portfolio or Class on the date specified in its Supplement, and
shall continue in effect until such time as there shall remain no unsold balance
of Shares for such Portfolio or Class, as the case may be, registered under the
1933 Act, provided that this Contract shall continue in effect with respect to
such Portfolio or Class for a period of more than two years from such date
specified in its 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 outstanding voting securities (as defined in the 1940 Act)
of the Portfolio or Class, as the case may be, and (b) the vote, cast in person
at a meeting called for the purpose of voting on such approval, of a majority of
the Trust's Trustees who are not parties to this Contract or "interested
persons" (as defined in the 1940 Act) of any such party. This Contract, and all
of its Supplements, shall terminate automatically in the event of assignment (as
defined in the 1940 Act). This Contract, and/or any and all Supplements, may, in
any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the appropriate outstanding voting securities (as defined in the
1940 Act) of the Portfolio or Class, upon 60 days' written notice to the
Distributor and by the Distributor upon 60 days' written notice to the Trust.
19. 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 or other aspects 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.
20. The Master Trust Agreement establishing the Trust, dated February
7, 1995 (the "Trust Agreement") provides that the name "FundManager Portfolios"
refers to the Trustees under the Trust Agreement collectively as trustees and
not as individuals or personally, and that no shareholder, Trustee, officer,
employee or agent of the Trust shall be subject to claims against or obligations
of the Trust to any extent whatsoever, but that the Trust estate only shall be
liable.
21. This Contract shall be construed and its provisions interpreted, in
accordance with the laws of the State of Delaware.
[Remainder of the page intentionally left blank.]
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,
FUNDMANAGER PORTFOLIOS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ACCEPTED:
Sutro & Co. Incorporated
By: /s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Executive Vice President,
General Counsel & Secretary
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Portfolios
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 31, 1998
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Aggressive Growth Portfolio
Dear Sirs:
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 which consists of separate series (or sub-trusts) of
shares of beneficial interest which may be divided into one or more classes of
shares of beneficial interest as may be established and designated by the
Trustees from time to time. Aggressive Growth Portfolio (the "Portfolio") is a
separate series of the Trust with two classes of shares of beneficial interest
designated as Class A (formerly, Financial Adviser Class) and Class B shares
(individually and collectively, "Shares").
2. The Trust and the Distributor have entered into a Master
Distribution Contract (the "Contract") pursuant to which the Distributor has
agreed to be the distributor of the shares of beneficial interest of such series
and classes as shall be designated from time to time by the Trustees of the
Trust in any Supplement to the Contract.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Portfolio's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of the Portfolio, the
terms and conditions of such Contract being hereby incorporated herein by
reference. All terms defined in the Contract and not defined in this Supplement
shall have the same meaning herein as therein.
4. The term "Portfolio" as used in the Contract shall, for purposes of
this Supplement, pertain to the Aggressive Growth Portfolio. The term "Shares"
as used in the Contract shall, for the purposes of this Supplement pertain to
the Shares of the Portfolio.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Shares of the Portfolio on December 31, 1998 and shall
continue in effect until such time as there shall remain no unsold balance of
Shares registered under the 1933 Act, provided that the Contract and this
Supplement shall continue in effect with respect to the Shares of the Portfolio
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
outstanding voting securities (as defined in the 1940 Act) of the Class, and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Class 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,
FUNDMANAGER PORTFOLIOS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ACCEPTED:
Sutro & Co. Incorporated
By: /s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Executive Vice President,
General Counsel & Secretary
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Portfolios
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 31, 1998
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Growth Portfolio
Dear Sirs:
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 which consists of separate series (or sub-trusts) of
shares of beneficial interest which may be divided into one or more classes of
shares of beneficial interest as may be established and designated by the
Trustees from time to time. Growth Portfolio (the "Portfolio") is a separate
series of the Trust with two classes of shares of beneficial interest designated
as Class A (formerly, Financial Adviser Class) and Class B shares (individually
and collectively, "Shares").
2. The Trust and the Distributor have entered into a Master
Distribution Contract (the "Contract") pursuant to which the Distributor has
agreed to be the distributor of the shares of beneficial interest of such series
and classes as shall be designated from time to time by the Trustees of the
Trust in any Supplement to the Contract.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Portfolio's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of the Portfolio, the
terms and conditions of such Contract being hereby incorporated herein by
reference. All terms defined in the Contract and not defined in this Supplement
shall have the same meaning herein as therein.
4. The term "Portfolio" as used in the Contract shall, for purposes of
this Supplement, pertain to the Growth Portfolio. The term "Shares" as used in
the Contract shall, for the purposes of this Supplement pertain to the Shares of
the Portfolio.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Shares of the Portfolio on December 31, 1998 and shall
continue in effect until such time as there shall remain no unsold balance of
Shares registered under the 1933 Act, provided that the Contract and this
Supplement shall continue in effect with respect to the Shares of the Portfolio
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
outstanding voting securities (as defined in the 1940 Act) of the Class, and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Class 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,
FUNDMANAGER PORTFOLIOS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ACCEPTED:
Sutro & Co. Incorporated
By: /s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Executive Vice President,
General Counsel & Secretary
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Portfolios
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 31, 1998
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Growth with Income Portfolio
Dear Sirs:
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 which consists of separate series (or sub-trusts) of
shares of beneficial interest which may be divided into one or more classes of
shares of beneficial interest as may be established and designated by the
Trustees from time to time. Growth with Income Portfolio (the "Portfolio") is a
separate series of the Trust with two classes of shares of beneficial interest
designated as Class A (formerly, Financial Adviser Class) and Class B shares
(individually and collectively, "Shares").
2. The Trust and the Distributor have entered into a Master
Distribution Contract (the "Contract") pursuant to which the Distributor has
agreed to be the distributor of the shares of beneficial interest of such series
and classes as shall be designated from time to time by the Trustees of the
Trust in any Supplement to the Contract.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Portfolio's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of the Portfolio, the
terms and conditions of such Contract being hereby incorporated herein by
reference. All terms defined in the Contract and not defined in this Supplement
shall have the same meaning herein as therein.
4. The term "Portfolio" as used in the Contract shall, for purposes of
this Supplement, pertain to the Growth with Income Portfolio. The term "Shares"
as used in the Contract shall, for the purposes of this Supplement pertain to
the Shares of the Portfolio.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Shares of the Portfolio on December 31, 1998 and shall
continue in effect until such time as there shall remain no unsold balance of
Shares registered under the 1933 Act, provided that the Contract and this
Supplement shall continue in effect with respect to the Shares of the Portfolio
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
outstanding voting securities (as defined in the 1940 Act) of the Class, and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Class 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,
FUNDMANAGER PORTFOLIOS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ACCEPTED:
Sutro & Co. Incorporated
By: /s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Executive Vice President,
General Counsel & Secretary
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Portfolios
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 31, 1998
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Bond Portfolio
Dear Sirs:
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 which consists of separate series (or sub-trusts) of
shares of beneficial interest which may be divided into one or more classes of
shares of beneficial interest as may be established and designated by the
Trustees from time to time. Bond Portfolio (the "Portfolio") is a separate
series of the Trust with a class ("Class") of shares of beneficial interest
designated as Class A (formerly, Financial Adviser Class) shares ("Shares").
2. The Trust and the Distributor have entered into a Master
Distribution Contract (the "Contract") pursuant to which the Distributor has
agreed to be the distributor of the shares of beneficial interest of such series
and classes as shall be designated from time to time by the Trustees of the
Trust in any Supplement to the Contract.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Portfolio's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of the Portfolio, the
terms and conditions of such Contract being hereby incorporated herein by
reference. All terms defined in the Contract and not defined in this Supplement
shall have the same meaning herein as therein.
4. The term "Portfolio" as used in the Contract shall, for purposes of
this Supplement, pertain to the Bond Portfolio. The term "Shares" as used in the
Contract shall, for the purposes of this Supplement pertain to the Shares of the
Portfolio.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Shares of the Portfolio on December 31, 1998 and shall
continue in effect until such time as there shall remain no unsold balance of
Shares registered under the 1933 Act, provided that the Contract and this
Supplement shall continue in effect with respect to the Shares of the Portfolio
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
outstanding voting securities (as defined in the 1940 Act) of the Class, and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Class 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,
FUNDMANAGER PORTFOLIOS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ACCEPTED:
Sutro & Co. Incorporated
By: /s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Executive Vice President,
General Counsel & Secretary
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Portfolios
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 31, 1998
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Managed Total Return Portfolio
Dear Sirs:
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 which consists of separate series (or sub-trusts) of
shares of beneficial interest which may be divided into one or more classes of
shares of beneficial interest as may be established and designated by the
Trustees from time to time. Managed Total Return Portfolio (the "Portfolio") is
a separate series of the Trust with two classes of shares of beneficial interest
designated as Class A (formerly, Financial Adviser Class) and Class B shares
(individually and collectively, "Shares").
2. The Trust and the Distributor have entered into a Master
Distribution Contract (the "Contract") pursuant to which the Distributor has
agreed to be the distributor of the shares of beneficial interest of such series
and classes as shall be designated from time to time by the Trustees of the
Trust in any Supplement to the Contract.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Portfolio's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of the Portfolio, the
terms and conditions of such Contract being hereby incorporated herein by
reference. All terms defined in the Contract and not defined in this Supplement
shall have the same meaning herein as therein.
4. The term "Portfolio" as used in the Contract shall, for purposes of
this Supplement, pertain to the Managed Total Return Portfolio. The term
"Shares" as used in the Contract shall, for the purposes of this Supplement
pertain to the Shares of the Portfolio.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Shares of the Portfolio on December 31, 1998 and shall
continue in effect until such time as there shall remain no unsold balance of
Shares registered under the 1933 Act, provided that the Contract and this
Supplement shall continue in effect with respect to the Shares of the Portfolio
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
outstanding voting securities (as defined in the 1940 Act) of the Class, and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Class 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,
FUNDMANAGER PORTFOLIOS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ACCEPTED:
Sutro & Co. Incorporated
By: /s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Executive Vice President,
General Counsel & Secretary
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Portfolios
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 31, 1998
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: International Portfolio
Dear Sirs:
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 which consists of separate series (or sub-trusts) of
shares of beneficial interest which may be divided into one or more classes of
shares of beneficial interest as may be established and designated by the
Trustees from time to time. International Portfolio (the "Portfolio") is a
separate series of the Trust with two classes of shares of beneficial interest
designated as Class A (formerly, Financial Adviser Class) and Class B shares
(individual and collectively, "Shares").
2. The Trust and the Distributor have entered into a Master
Distribution Contract (the "Contract") pursuant to which the Distributor has
agreed to be the distributor of the shares of beneficial interest of such series
and classes as shall be designated from time to time by the Trustees of the
Trust in any Supplement to the Contract.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Portfolio's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of the Portfolio, the
terms and conditions of such Contract being hereby incorporated herein by
reference. All terms defined in the Contract and not defined in this Supplement
shall have the same meaning herein as therein.
4. The term "Portfolio" as used in the Contract shall, for purposes of
this Supplement, pertain to the International Portfolio. The term "Shares" as
used in the Contract shall, for the purposes of this Supplement pertain to the
Shares of the Portfolio.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Shares of the Portfolio on December 31, 1998 and shall
continue in effect until such time as there shall remain no unsold balance of
Shares registered under the 1933 Act, provided that the Contract and this
Supplement shall continue in effect with respect to the Shares of the Portfolio
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
outstanding voting securities (as defined in the 1940 Act) of the Class, and (b)
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's trustees who are not parties to the
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
The Contract and this Supplement shall terminate automatically in the event of
assignment (as defined in the 1940 Act). The Contract and this Supplement may,
in any event, be terminated at any time, without the payment of any penalty, by
vote of a majority of the Trust's Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Class 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,
FUNDMANAGER PORTFOLIOS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ACCEPTED:
Sutro & Co. Incorporated
By: /s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Executive Vice President,
General Counsel & Secretary
