EXHIBIT 6 UNDER FORM N-1A
EXHIBIT 1 UNDER ITEM 601/REG. S-K
FT FUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of , 1995 by and between FT Funds
(the "Trust"), a Massachusetts business trust, and Edgewood Services,
Inc. ("EDGEWOOD"), a New York Corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints EDGEWOOD as its agent to sell and distribute
shares of the Trust which may be offered in one or more series (the
"Funds") consisting of one or more classes (the "Classes") of shares
(the "Shares"), as described and set forth on one or more exhibits to
this Agreement, at the current offering price thereof as described and
set forth in the current Prospectuses of the Trust. EDGEWOOD hereby
accepts such appointment and agrees to provide such other services for
the Trust, if any, and accept such compensation from the Trust, if any,
as set forth in the applicable exhibits to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever in
the judgment of the Trust it is in its best interest to do so.
3. Neither EDGEWOOD nor any other person is authorized by the Trust to give
any information or to make any representation relative to any Shares
other than those contained in the Registration Statement, Prospectuses,
or Statements of Additional Information ("SAIs") filed with the
Securities and Exchange Commission, as the same may be amended from time
to time, or in any supplemental information to said Prospectuses or SAIs
approved by the Trust. EDGEWOOD agrees that any other information or
representations other than those specified above which it or any dealer
or other person who purchases Shares through EDGEWOOD may make in
connection with the offer or sale of Shares, shall be made entirely
without liability on the part of the Trust. No person or dealer, other
than EDGEWOOD, is authorized to act as agent for the Trust for any
purpose. EDGEWOOD agrees that in offering or selling Shares as agent of
the Trust, it will, in all respects, duly conform to all applicable
state and federal laws and the rules and regulations of the National
Association of Securities Dealers, Inc., including its Rules of Fair
Practice. EDGEWOOD will submit to the Trust copies of all sales
literature before using the same and will not use such sales literature
if disapproved by the Trust.
4. This Agreement is effective with respect to each Class as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Class presently set forth on an exhibit and any
subsequent Classes added pursuant to an exhibit during the initial term
of this Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such continuance is
approved at least annually by the Trustees of the Trust including a
majority of the members of the Board of Trustees of the Trust who are
not interested persons of the Trust and have no direct or indirect
financial interest in the operation of any Distribution Plan relating to
the Trust or in any related documents to such Plan ("Disinterested
Trustees") cast in person at a meeting called for that purpose. If a
Class is added after the first annual approval by the Trustees as
described above, this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in effect until
the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Trustees or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to a particular
Fund or Class by EDGEWOOD on sixty (60) days' written notice to the
Trust.
6. This Agreement may not be assigned by EDGEWOOD and shall automatically
terminate in the event of an assignment by EDGEWOOD as defined in the
Investment Company Act of 1940, as amended, provided, however, that
EDGEWOOD may employ such other person, persons, corporation or
corporations as it shall determine in order to assist it in carrying out
its duties under this Agreement.
7. EDGEWOOD shall not be liable to the Trust for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed by
this Agreement.
8. This Agreement may be amended at any time by mutual agreement in writing
of all the parties hereto, provided that such amendment is approved by
the Trustees of the Trust including a majority of the Disinterested
Trustees of the Trust cast in person at a meeting called for that
purpose.
9. This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless EDGEWOOD and each person, if any, who
controls EDGEWOOD within the meaning of Section 15 of the
Securities Act of 1933 and Section 20 of the Securities Act of
1934, as amended, against any and all loss, liability, claim,
damage and expense whatsoever (including but not limited to any and
all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based upon
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, any Prospectuses or SAIs
(as from time to time amended and supplemented) or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon and in
conformity with written information furnished to the Trust about
EDGEWOOD by or on behalf of EDGEWOOD expressly for use in the
Registration Statement, any Prospectuses and SAIs or any amendment
or supplement thereof.
If any action is brought against EDGEWOOD or any controlling person
thereof with respect to which indemnity may be sought against the
Trust pursuant to the foregoing paragraph, EDGEWOOD shall promptly
notify the Trust in writing of the institution of such action and
the Trust shall assume the defense of such action, including the
employment of counsel selected by the Trust and payment of
expenses. EDGEWOOD or any such controlling person thereof shall
have the right to employ separate counsel in any such case, but the
fees and expenses of such counsel shall be at the expense of
EDGEWOOD or such controlling person unless the employment of such
counsel shall have been authorized in writing by the Trust in
connection with the defense of such action or the Trust shall not
have employed counsel to have charge of the defense of such action,
in any of which events such fees and expenses shall be borne by the
Trust. Anything in this paragraph to the contrary notwithstanding,
the Trust shall not be liable for any settlement of any such claim
of action effected without its written consent. The Trust agrees
promptly to notify EDGEWOOD of the commencement of any litigation
or proceedings against the Trust or any of its officers or Trustees
or controlling persons in connection with the issue and sale of
Shares or in connection with the Registration Statement,
Prospectuses, or SAIs.
(b) EDGEWOOD agrees to indemnify and hold harmless the Trust, each of
its Trustees, each of its officers who have signed the Registration
Statement and each other person, if any, who controls the Trust
within the meaning of Section 15 of the Securities Act of 1933, but
only with respect to statements or omissions, if any, made in the
Registration Statement or any Prospectus, SAI, or any amendment or
supplement thereof in reliance upon, and in conformity with,
information furnished to the Trust about EDGEWOOD by or on behalf
of EDGEWOOD expressly for use in the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof. In case
any action shall be brought against the Trust or any other person
so indemnified based on the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof, and with
respect to which indemnity may be sought against EDGEWOOD, EDGEWOOD
shall have the rights and duties given to the Trust, and the Trust
and each other person so indemnified shall have the rights and
duties given to EDGEWOOD by the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person
against liability to the Trust or its shareholders to which such
person would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the duties of
such person or by reason of the reckless disregard by such person
of the obligations and duties of such person under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940, as
amended, for Trustees, officers, EDGEWOOD and controlling persons
of the Trust by the Trust pursuant to this Agreement, the Trust is
aware of the position of the Securities and Exchange Commission as
set forth in the Investment Company Act Release No. IC-11330.
Therefore, the Trust undertakes that in addition to complying with
the applicable provisions of this Agreement, in the absence of a
final decision on the merits by a court or other body before which
the proceeding was brought, that an indemnification payment will
not be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a
majority vote of a quorum of non-party Disinterested Trustees, or
(ii) by independent legal counsel in a written opinion that the
indemnitee was not liable for an act of willful misfeasance, bad
faith, gross negligence or reckless disregard of duties. The Trust
further undertakes that advancement of expenses incurred in the
defense of a proceeding (upon undertaking for repayment unless it
is ultimately determined that indemnification is appropriate)
against an officer, Trustee, EDGEWOOD or controlling person of the
Trust will not be made absent the fulfillment of at least one of
the following conditions: (i) the indemnitee provides security for
his undertaking; (ii) the Trust is insured against losses arising
by reason of any lawful advances; or (iii) a majority of a quorum
of non-party Disinterested Trustees or independent legal counsel in
a written opinion makes a factual determination that there is
reason to believe the indemnitee will be entitled to
indemnification.
11. EDGEWOOD is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust and agrees that the
obligations assumed by the Trust pursuant to this Agreement shall be
limited in any case to the Trust and its assets and EDGEWOOD shall not
seek satisfaction of any such obligation from the shareholders of the
Trust, the Trustees, officers, employees or agents of the Trust, or any
of them.
12. If at any time the Shares of any Fund are offered in two or more
Classes, EDGEWOOD agrees to adopt compliance standards as to when a
class of shares may be sold to particular investors.
13. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
Exhibit A
to the
Distributor's Contract
FT FUNDS
FT GLOBAL BOND FUND
FT INTERNATIONAL EQUITY FUND
FT INTERNATIONAL BOND FUND
FT SMALL CAP EQUITY FUND
In consideration of the mutual covenants set forth in the
Distributor's Contract dated 1st day of , 1995 between FT Funds
and Edgewood Corporation, FT Funds executes and delivers this Exhibit on
behalf of FT Global Bond Fund, FT International Equity Fund, Fiduciary
International Bond Fund, FT Small Cap Equity Fund and with respect to the
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of September, 1995.
ATTEST: FT FUNDS
By:
Secretary Vice President
(SEAL)
ATTEST: Edgewood Services, Inc.
By:
Secretary Vice President
(SEAL)
Exhibit B
to the
Distributor's Contract
FT FUNDS
FT GLOBAL BOND FUND
FT INTERNATIONAL EQUITY FUND
FT INTERNATIONAL BOND FUND
FT SMALL CAP EQUITY FUND
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated 1, 1995, between FT Funds and
Edgewood Services, Inc. with respect to the Class of shares set forth
above.
1. The Trust hereby appoints EDGEWOOD to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, EDGEWOOD is authorized to
select a group of financial institutions ("Financial Institutions") to
sell Shares at the current offering price thereof as described and set
forth in the respective prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay EDGEWOOD for
services pursuant to this Agreement, a monthly fee computed at the
annual rate of of the average aggregate net asset value of the Shares
held during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the month.
3. EDGEWOOD may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class' expenses
exceed such lower expense limitation as EDGEWOOD may, by notice to the
Trust, voluntarily declare to be effective.
4. EDGEWOOD will enter into separate written agreements with various firms
to provide certain of the services set forth in Paragraph 1 herein.
EDGEWOOD, in its sole discretion, may pay Financial Institutions a
periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
EDGEWOOD in its sole discretion.
5. EDGEWOOD will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts
paid to Financial Institutions and the purpose for such expenditures.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated 1, 1995 between FT Funds and Edgewood
Corporation, FT Global Bond Fund, FT International Equity Fund, FT
International Bond Fund, FT Small Cap Equity Fund, and with respect to
the thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of , 1995.
ATTEST: FT FUNDS
By:
Secretary Vice President
(SEAL)
ATTEST: Edgewood Services, Inc.
By:
Secretary Vice President
