GENERAL DISTRIBUTION AGREEMENT
AGREEMENT dated as of ________, 1998 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 Mutual Funds Services, 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.
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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
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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
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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.
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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.
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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 until ___________, 1999, 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
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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' 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
000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx, 00000, Attn: Xxxxx X. Xxxxx.
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
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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 MUTUAL FUNDS SERVICES, INC.
By:
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Name:
---------------------------------
Title:
--------------------------------
STONEBRIDGE FUNDS TRUST
By:
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Name:
---------------------------------
Title:
--------------------------------
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