WCT Funds December 1, 1997 Exhibit 6(i)
under Form N-1A Exhibit 1 under Item
601/Reg.S-K
WCT Funds
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of December, 1997, by and between WCT FUNDS
(the "Trust"), a Massachusetts business trust, and EDGEWOOD SERVICES, INC.
("ESI"), a Pennsylvania 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 ESI 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. ESI 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. In addition, the
Trust and ESI reserve the right to reject any purchase order.
3. Neither ESI 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.
ESI agrees that any other information or representations other than those
specified above which it or any dealer or other person who purchases Shares
through ESI 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 ESI, is authorized to act as agent for the Trust for any
purpose. ESI 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. ESI 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 ESI on sixty (60)
days' written notice to the Trust.
6. This Agreement may not be assigned by ESI and shall automatically terminate
in the event of an assignment by ESI as defined in the Investment Company Act
of 1940, as amended, provided, however, that ESI 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. ESI 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 ESI and each person, if any, who controls ESI
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 ESI by or on behalf of ESI expressly for use in the
Registration Statement, any Prospectuses and SAIs or any amendment or
supplement thereof.
If any action is brought against ESI or any controlling person thereof
with respect to which indemnity may be sought against the Trust pursuant
to the foregoing paragraph, ESI 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. ESI 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 ESI 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 ESI 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)ESI 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 ESI by or
on behalf of ESI 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 ESI, ESI 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 ESI 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, ESI 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, Trustees, ESI 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.ESI 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 ESI 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. 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
WCT Funds
WCT Equity Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated December 1, 1997, between WCT Funds and Edgewood
Services, Inc. with respect to the Class of the Fund set forth above:
1. The Trust hereby appoints ESI to select a group of financial institutions
("Financial Institutions") to sell shares of the above-listed series and
Class ("Shares"), at the current offering price thereof as described and set
forth in the prospectuses of the Trust.
2. ESI will enter into separate written agreements with various firms to provide
the services set forth in Paragraph 1 herein. During the term of this
Agreement, the Trust will reimburse ESI for payments made by ESI to obtain
services pursuant to this Agreement, a monthly fee computed at the annual
rate of up to .25% 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. The fees paid hereunder shall be in an amount equal to the
aggregate amount of periodic fees paid by ESI to Financial Institutions
pursuant to Paragraph 3 herein.
3. ESI, 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 the Trust's Board of Trustees.
4. ESI 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 ESI may, by notice to the Trust, voluntarily declare to be
effective.
5. ESI will prepare reports to the Board of Trustees of the Trust on a quarterly
basis showing amounts paid to the various firms and the purpose for such
payments.
6. In the event any amendment to this Agreement materially increases the fees
set forth in Paragraph 2, such amendment must be approved by a vote of a
majority of the outstanding voting securities of the appropriate Fund or
Class.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated December 1, 1997 between WCT Funds and Edgewood Services, Inc.,
WCT Funds executes and delivers this Exhibit on behalf of WCT Equity Fund, first
set forth in this Exhibit.
Witness the due execution hereof this 1st day of December, 1997.
WCT FUNDS
By:/s/ Xxxxxx X. Xxxxxxxx
President
EDGEWOOD SERVICES, INC.
By:/s/ Xxxxxxxx Xxxxxxxxxx
President
