Exhibit (e): Distribution Agreement
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT
AGREEMENT made effective as of the 1st day of April, 1999, by and between BLUE
RIDGE FUNDS TRUST, an business trust organized under the laws of the State of
Delaware (the "Trust"), and CAPITAL INVESTMENT GROUP, INC., a North Carolina
corporation ("Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust is authorized to issue interests in separate classes of
Shares for each of its series now or in the future existing; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
BLUE RIDGE TOTAL RETURN FUND (the "Fund") of the Trust, and has registered the
Shares under the Securities Act of 1933, as amended (the "1933 Act"), pursuant
to a registration statement on Form N-1A (the "Registration Statement"),
including a prospectus (the "Prospectus") and a statement of additional
information (the "Statement of Additional Information"); and
WHEREAS, the Trust may in the future adopt a Plan of Distribution pursuant to
Rule 12b-1 under the 1940 Act (the "Distribution Plan") with respect to the
Shares of the Fund or any other series designated in Schedule A to this
Agreement (each a "Designated Fund"), and may enter into related agreements
providing for the distribution of Shares of any Designated Fund; and
WHEREAS, Distributor has agreed to act as distributor of the Shares of each
Designated Fund for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of the Shares of each Designated Fund in jurisdictions
wherein such Shares may be legally offered for sale; provided,
however, that the Trust in its absolute discretion may issue Shares of
each Designated Fund in connection with (i) the payment or
reinvestment of dividends or distributions; (ii) any merger or
consolidation of the Trust or of each Designated Fund with any other
investment company or trust or any personal holding company, or the
acquisition of the assets of any such entity or another fund of the
Trust; or (iii) any offer of exchange permitted by Section 11 of the
0000 Xxx.
(b) Distributor hereby accepts such appointment as exclusive agent for the
distribution of the Shares of each Designated Fund and agrees that it
will sell the Shares as agent for the Trust at prices determined as
hereinafter provided and on the terms hereinafter set forth, all
according to applicable federal and state laws and regulations and to
the Agreement and Declaration of Trust of the Trust.
(c) Distributor may sell Shares of each Designated Fund to or through
qualified securities dealers or others. Distributor will require each
dealer or other such party to conform to the provisions hereof, the
Registration Statement and the Prospectus and Statement of Additional
Information, and applicable law; and neither Distributor nor any such
dealers or others shall withhold the placing of purchase orders for
Shares so as to make a profit thereby.
(d) Distributor shall order Shares of each Designated Fund from the Trust
only to the extent that it shall have received purchase orders
therefor. Distributor will not make, or authorize any dealers or
others to make: (i) any short sales of Shares; or (ii) any sales of
Shares to any Trustee or officer of the Trust or to any officer or
director of Distributor or of any corporation or association
furnishing investment advisory, managerial or supervisory services to
the Trust, or to any such corporation or association, unless such
sales are made in accordance with the then current Prospectus and
Statement of Additional Information.
(e) Distributor is not authorized by the Trust to give any information or
make any representations regarding the Shares of each Designated Fund,
except such information or representations as are contained in the
Registration Statement or in the current Prospectus or Statement of
Additional Information of each Designated Fund, or in advertisements
and sales literature prepared by or on behalf of the Trust for
Distributor's use.
(f) Notwithstanding any provision hereof, the Trust may terminate, suspend
or withdraw the offering of Shares of each Designated Fund whenever,
in its sole discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Fund Shares sold under this Agreement shall
be sold at the public offering price per Share in effect at the time of the
sale, as described in the then current Prospectus for the Designated Fund.
The excess, if any, of the public offering price over the net asset value
of the Shares sold by Distributor as agent shall be retained by Distributor
as a commission for its services hereunder. Out of such commission
Distributor may allow commissions or concessions to dealers and may allow
them to others in its discretion in such amounts as Distributor shall
determine from time to time. Except as may be otherwise determined by
Distributor from time to time, such commissions or concessions shall be
uniform to all dealers. At no time shall the Trust receive less than the
full net asset value of the Shares, determined in the manner set forth in
the then current Prospectus and Statement of Additional Information.
Distributor shall also be entitled to such commissions and other fees and
payments as may be authorized by the Trustees of the Trust from time to
time under any Distribution Plan adopted by the Trust.
3. Furnishing of Information. The Trust shall furnish to Distributor copies of
any information, financial statements and other documents that Distributor
may reasonably request for use in connection with the sale of Shares of
each Designated Fund under this Agreement. The Trust shall also make
available a sufficient number of copies of each Designated Fund's current
Prospectus and Statement of Additional Information for use by the
Distributor.
4. Expenses.
(a) The Trust will pay or cause to be paid the following expenses: (i)
preparation, printing and distribution to shareholders of the
Prospectus and Statement of Additional Information; (ii) preparation,
printing and distribution of reports and other communications to
shareholders; (iii) registration of the Shares under the federal
securities laws; (iv) qualification of the Shares for sale in certain
states; (v) qualification of the Trust as a dealer or broker under
state law as well as qualification of the Trust as an entity
authorized to do business in certain states; (vi) maintaining
facilities for the issue and transfer of Shares; (vii) supplying
information, prices and other data to be furnished by the Trust under
this Agreement; and (viii) certain taxes applicable to the sale or
delivery of the Shares or certificates therefor.
(b) Except to the extent such expenses are borne by the Trust pursuant to
any Distribution Plan adopted by the Trust with respect to any class
of Shares issued by any Designated Fund, Distributor will pay or cause
to be paid the following expenses: (i) payments to sales
representatives of the Distributor and to securities dealers and
others in respect of the sale of Shares of each Designated Fund; (ii)
payment of compensation to and expenses of employees of the
Distributor and any of its affiliates to the extent they engage in or
support distribution of Fund Shares or render shareholder support
services not otherwise provided by the Trust's transfer agent,
administrator, or custodian, including, but not limited to, answering
routine inquiries regarding each Designated Fund, processing
shareholder transactions, and providing such other shareholder
services as the Trust may reasonably request; (iii) formulation and
implementation of marketing and promotional activities, including, but
not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (iv)
preparation, printing and distribution of sales literature and of
Prospectuses and Statements of Additional Information and reports of
the Trust for recipients other than existing shareholders of each
Designated Fund; and (v) obtaining such information, analyses and
reports with respect to marketing and promotional activities as the
Trust may, from time to time, reasonably request.
(c) Distributor in connection with any Distribution Plan adopted by the
Trust shall prepare and deliver reports to the Trustees of the Trust
on a regular basis, at least quarterly, showing the expenditures with
respect to each Designated Fund pursuant to the Distribution Plan and
the purposes therefor, as well as any supplemental reports as the
Trustees of the Trust, from time to time, may reasonably request.
5. Redemption of Shares. Distributor as agent and for the account of the Trust
may redeem Shares at their net asset value plus any applicable sales load
or redemption fee as specified in the Trust's current Prospectus and
Statement of Additional Information.
6. Indemnification by the Trust. The distributor shall exercise reasonable
care in connection with its responsibilities under this Agreement. In
absence of misfeasance, bad faith, negligence or reckless disregard of
obligations or duties hereunder on the part of Distributor, the Trust
agrees to indemnify Distributor and its officers and partners and to hold
them harmless against any and all claims, demands, liabilities and expenses
that Distributor may incur under the 1933 Act, the 1940 Act, common law or
otherwise arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or any Prospectus or
Statement of Additional Information of each Designated Fund, or in any
advertisements or sales literature prepared by or on behalf of the Trust
for Distributor's use, or any omission to state a material fact therein,
the omission of which makes any statement contained therein misleading,
unless such statement or omission was made in reliance upon and in
conformity with information furnished to the Trust in connection therewith
by or on behalf of Distributor. Nothing herein contained shall require the
Trust to take any action contrary to any provision of its Agreement and
Declaration of Trust or any applicable statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the Trust
and its officers and Trustees and to hold them harmless against any and all
claims, demands, liabilities and expenses which the Trust may incur under
the 1933 Act, the 1940 Act, common law or otherwise arising out of or based
upon (i) any untrue statement of a material fact or alleged untrue
statement of a material fact contained in the Registration Statement or any
Prospectus or Statement of Additional Information of each Designated Fund,
or in any advertisements or sales literature prepared by or on behalf of
the Trust for Distributor's use, or any omission to state a material fact
therein, the omission of which makes any statement contained therein
misleading, if such statement or omission to state a material fact was made
in reliance upon and in conformity with information furnished to the Trust
in connection therewith by or on behalf of Distributor; (ii) any act or
deed of Distributor or its sales representatives, or securities dealers and
others authorized to sell Shares hereunder or their sales representatives
that has not been specifically authorized in advance by the Trust in any
Prospectus or Statement of Additional Information of each Designated Fund
or by this Agreement or other written instrument; or (iii) any misfeasance,
bad faith or negligence by the Distributor or reckless disregard by the
Distributor of its obligations or duties hereunder.
8. Term and Termination.
(a) This Agreement shall become effective on the date hereof. Unless
terminated as herein provided, this Agreement shall continue in effect
for one year from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long
as each such continuance is approved (i) by either the Trustees of the
Trust or by vote of a majority of the outstanding voting securities
(as defined in the 0000 Xxx) of each Designated Fund and, in either
event, (ii) by vote of a majority of the Trustees of the Trust who are
not parties to this Agreement or interested persons (as defined in the
0000 Xxx) of any such party and who have no direct or indirect
financial interest in this Agreement or in the operation of the
Distribution Plan or in any agreement related thereto ("Independent
Trustees"), cast at a meeting called for the purpose of voting on such
approval.
(b) This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or a majority of the
Independent Trustees or by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of each Designated Fund
or by Distributor, on sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. The obligations of the Trust hereunder shall not
be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the Trust. The
term "Blue Ridge Funds Trust" means and refers to the Trustees from time to
time serving under the Agreement and Declaration of Trust of the Trust. The
execution and delivery of this Agreement has been authorized by the
Trustees, and this Agreement has been signed on behalf of the Trust by an
authorized officer of the Trust, acting as such and not individually, and
neither such authorization by such Trustees nor such execution and delivery
by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Agreement and Declaration of Trust and by the Delaware Business Trust or
other applicable law.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
BLUE RIDGE FUNDS TRUST
Attest: __________________________
By: ________________________________
CAPITAL INVESTMENT GROUP, INC.
Attest: __________________________
By: ________________________________
Schedule A
The Amended and Restated Distribution Agreement between Blue Ridge Funds Trust
and Capital Investment Group, Inc. applies to the following series of the Trust:
Series
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The Blue Ridge Total Return Fund
