FT4070A
MASTER DISTRIBUTION CONTRACT
Republic Funds
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
June 14, 1993
as amended and restated August 28, 1995
Signature Broker-Dealer
Services, Inc.
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and you (the "Sponsor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as may be established and designated by the Trustees from time to
time (the "Funds"). This Amended and Restated Master Distribution Contract (this
"Contract") shall pertain to such Funds as shall be designated in supplements to
this Contract ("Supplements"), as further agreed between the Trust and the
Sponsor. A separate series of shares of beneficial interest in the Trust (the
"Shares") is offered to investors with respect to each Fund. The Trust engages
in the business of investing and reinvesting the assets of each Fund 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 Fund included in the Trust's Registration Statement, 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 Sponsor. Any amendments to those documents
shall be furnished to the Sponsor promptly. The Trust has entered into a Master
Investment Advisory Contract and Supplements thereto (the "Advisory Contract")
with Republic National Bank of New York, N.A. (the "Adviser") under which the
Adviser will provide the Trust with investment management services and a Master
Administrative Services Contract and Supplements thereto (the "Administrative
Services Contract") with you. The Trust also has adopted an amended and Restated
Master Distribution Plan (and Supplements thereto) (the "Plan") pursuant to Rule
12b-1 under the 1940 Act.
2. The Sponsor 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.
2
3. The Trust shall sell Shares to the Sponsor, as the Trust's
distributor, for resale, directly or through dealers, to the eligible investors
as described in the Prospectus. All orders through the Sponsor 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 Sponsor may sell and distribute
Shares in such manner not inconsistent with the provisions hereof and the
Trust's Prospectus as the Sponsor may determine from time to time. In this
connection, the Sponsor 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 Sponsor shall be offered
for sale and sold by the Sponsor to designated investors at the price per Share
specified and determined as provided in the Prospectus including any applicable
reductions or eliminations of sales charges described therein (the "offering
price"). The Trust shall determine and promptly furnish to the Sponsor 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
Fund's 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 Sponsor, or all or any
part thereof may be paid to a purchaser's investment dealer, in accordance with
the Prospectus.
7. The Sponsor 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 Sponsor from time to time, for use in
connection with the sale of Shares, such written information with respect to the
Trust as the Sponsor 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 Sponsor
copies of its reports to its shareholders and such additional information
regarding the Trust's financial condition as the Sponsor 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 Sponsor that the Registration Statement
and
3
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 Sponsor
to do so, the Sponsor 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 Sponsor 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 Sponsor 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 Sponsor from time to
time such number of copies of the most recent form of the Prospectus filed with
the SEC as the Sponsor may reasonably request. The Trust authorizes the Sponsor
to use the Prospectus, in the form furnished to the Sponsor from time to time,
in connection with the sale of Shares. The Trust shall indemnify, defend and
hold harmless the Sponsor, its officers and Trustees and any person who controls
the Sponsor 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 Sponsor, 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 in either
not misleading. This Contract shall not be construed to protect the Sponsor
against any liability to the Trust or its shareholders to which the Sponsor
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
4
agreement is expressly conditioned upon the Trust being notified of any action
brought against the Sponsor, 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 Sponsor. If the Trust elects to assume the defense of any such
suit and retain counsel approved by the Sponsor, 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 Sponsor does not approve of counsel chosen by the
Trust, the Trust will reimburse the Sponsor, 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 Sponsor or them. In
addition, the Sponsor 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 Sponsor against the Trust hereunder if in the reasonable judgment of the
Sponsor it is advisable for the Sponsor, 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 Sponsor, its officers and Trustees or
any such controlling person. This indemnity agreement shall inure exclusively to
the benefit of the Sponsor and its successors, the Sponsor's officers and
directors and their respective estates and any such controlling persons and
their successors and estates. The Trust shall promptly notify the Sponsor of the
commencement of any litigation or proceedings against it in connection with the
issue and sale of any Shares.
11. The Sponsor 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 Sponsor 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.
5
This indemnity agreement is expressly conditioned upon the Sponsor 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 Sponsor at its principal office and sent to the
Sponsor 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 Sponsor of any such action shall not relieve the Sponsor 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
Sponsor's part otherwise than on account of the indemnity agreement contained in
this paragraph. The Sponsor 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 Sponsor'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 Sponsor 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 11 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 0000 Xxx.
13. The Trust agrees to advise the Sponsor 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.
6
15. The Sponsor 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 Sponsor of any
of its responsibilities or obligations to the Trust under this Contract.
16. (a) The Sponsor 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 Sponsor 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 0000 Xxx, (xxx) amendments of
the Registration Statement subsequent to the initial public offering of Shares,
(iv) qualification of Shares for sale in jurisdictions designated by the
Sponsor, (v) qualification of the Trust as a dealer or broker under the laws of
jurisdictions designated by the Sponsor, (vi) qualification of the Trust as a
foreign corporation authorized to do business in any jurisdiction if the Sponsor
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
Sponsor.
17. The Sponsor will render all services hereunder without compensation
or reimbursement, except that the Sponsor shall receive such compensation or
reimbursement in the form of (i) applicable sales charges described in the
Prospectus, (ii) any reimbursement as is provided for by the Plan, (iii) such
other reimbursement as is expressly permitted under this Contract, and (iv)
applicable dealer reallowances described in the Prospectus.
18. This Contract, and any Supplement, shall become effective with
respect to each Fund on the date specified in each Fund's Supplement, and shall
continue in effect until such time as there shall remain no unsold balance of
Shares for such Fund registered under the 1933 Act, provided that this Contract
shall continue in effect with respect to such Fund for a period of more than one
year from such date specified in such Fund's 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 such Fund's outstanding voting
securities (as defined in the 1940 Act), 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
7
defined in the 0000 Xxx) 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 0000 Xxx) and who have no direct or
indirect financial interest in the operation of the Plan or this Contract or by
vote of a majority of the appropriate Fund's outstanding voting securities (as
defined in the 1940 Act) upon 60 days' written notice to the Sponsor and by the
Sponsor upon 60 days' written notice to the Trust.
19. Except to the extent necessary to perform the Sponsor's obligations
under this Contract, nothing herein shall be deemed to limit or restrict the
right of the Sponsor, or any affiliate of the Sponsor, or any employee of the
Sponsor 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 Declaration of Trust establishing the Trust, filed on April 22,
1987, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Republic Funds" refers to the Trustees under the
Declaration 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 Commonwealth of Massachusetts.
If the foregoing correctly sets forth the agreement between the Trust
and the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By: /S/ XXXXXX X. XXXXXXXX
Title:
ACCEPTED:
SIGNATURE BROKER-DEALER SERVICES, INC.
By: /S/ XXXXXX X. XXXXXXXX
Title:
FT4070
DISTRIBUTION CONTRACT SUPPLEMENT
Republic Funds
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
June 14, 1993
as amended and restated August 28, 1995
Signature Broker-Dealer
Services, Inc.
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: REPUBLIC U.S. GOVERNMENT MONEY MARKET FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and you (the "Sponsor") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of Shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. Republic U.S.
Government Money Market Fund (the "Fund") is a separate investment portfolio of
the Trust.
2. The Trust and the Sponsor have entered into a Master Distribution
Contract (the "Contract") pursuant to which the Sponsor has agreed to be the
distributor of the Shares.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund, and the Sponsor hereby acknowledges that
the Contract shall pertain to the Fund, 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 "Fund" as used in the Contract shall, for purposes of this
Supplement, pertain to the Fund.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Fund on June 14, 1993, 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 Fund for a period of more than one year 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
Signature Broker-Dealer
Services, Inc.
June 14, 1993
Page 2
majority of the Fund's outstanding voting securities (as defined in the 1940
Act), 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 0000 Xxx) 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 0000 Xxx) and who
have no direct or indirect financial interest in the operation of the Plan or
this Contract or by vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) upon 60 days' written notice to the
Sponsor and by the Sponsor upon 60 days' written notice to the Trust.
If the foregoing correctly sets forth the agreement between the Trust
and the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By: /S/ XXXXXX X. XXXXXXXX
Accepted:
Signature Broker-Dealer
Services, Inc.
By: /S/ XXXXXX X. XXXXXXXX
FT4070
DISTRIBUTION CONTRACT SUPPLEMENT
Republic Funds
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
October 6, 1994
Signature Broker-Dealer
Services, Inc.
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: REPUBLIC NEW YORK TAX FREE MONEY MARKET FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and you (the "Sponsor") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of Shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. Republic New
York Tax Free Money Market Fund (the "Fund") is a separate investment portfolio
of the Trust.
2. The Trust and the Sponsor have entered into a Master Distribution
Contract (the "Contract") pursuant to which the Sponsor has agreed to be the
distributor of the Shares.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund, and the Sponsor hereby acknowledges that
the Contract shall pertain to the Fund, 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 "Fund" as used in the Contract shall, for purposes of this
Supplement, pertain to the Fund.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Fund on October 6, 1994, 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 Fund for a period of more than one year 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 Fund's outstanding voting securities (as
defined in the 1940 Act), and (b) the vote, cast in person at a meeting called
for the purpose of
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 2
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 0000 Xxx) 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 0000 Xxx) and who
have no direct or indirect financial interest in the operation of the Plan or
this Contract or by vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) upon 60 days' written notice to the
Sponsor and by the Sponsor upon 60 days' written notice to the Trust.
If the foregoing correctly sets forth the agreement between the Trust
and the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By: /S/ XXXXXX X. XXXXXXXX
Accepted:
Signature Broker-Dealer
Services, Inc.
By: /S/ XXXXXX X. XXXXXXXX
FT4070
DISTRIBUTION CONTRACT SUPPLEMENT
Republic Funds
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
October 6, 1994
as amended and restated August 28, 1995
Signature Broker-Dealer
Services, Inc.
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: REPUBLIC NEW YORK TAX FREE BOND FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and you (the "Sponsor") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. Republic New
York Tax Free Bond Fund (the "Fund") is a separate investment portfolio of the
Trust.
2. The Trust and the Sponsor have entered into a Master Distribution
Contract (the "Contract") pursuant to which the Sponsor has agreed to be the
distributor of the Shares.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund, and the Sponsor hereby acknowledges that
the Contract shall pertain to the Fund, 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 "Fund" as used in the Contract shall, for purposes of this
Supplement, pertain to the Fund.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Fund on October 6, 1994, 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 Fund for a period of more than one year 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 Fund's outstanding voting securities (as
defined in the 1940
Signature Broker-Dealer
Services, Inc.
October 6, 1994
Page 2
Act), 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 0000 Xxx) 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 0000 Xxx) and who
have no direct or indirect financial interest in the operation of the Plan or
this Contract or by vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) upon 60 days' written notice to the
Sponsor and by the Sponsor upon 60 days' written notice to the Trust.
If the foregoing correctly sets forth the agreement between the Trust
and the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By: /S/ XXXXXX X. XXXXXXXX
Accepted:
Signature Broker-Dealer
Services, Inc.
By: /S/ XXXXXX X. XXXXXXXX
FT4070
DISTRIBUTION CONTRACT SUPPLEMENT
Republic Funds
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
April 7, 1995
Signature Broker-Dealer
Services, Inc.
Six Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: REPUBLIC EQUITY FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and you (the "Sponsor") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. Republic Equity
Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Sponsor have entered into a Master Distribution
Contract (the "Contract") pursuant to which the Sponsor has agreed to be the
distributor of the Shares.
3. As provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund, and the Sponsor hereby acknowledges that
the Contract shall pertain to the Fund, 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 "Fund" as used in the Contract shall, for purposes of this
Supplement, pertain to the Fund.
5. This Supplement and the Contract shall become effective with respect
to the Trust and the Fund on April 7, 1995, 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 Fund for a period of more than one year 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 Fund's outstanding voting securities (as
defined in the 1940 Act), 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
Signature Broker-Dealer
Services, Inc.
April 7, 1995
Page 2
parties to the Contract or "interested persons" (as defined in the 0000 Xxx) 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 0000 Xxx) and who
have no direct or indirect financial interest in the operation of the Plan or
this Contract or by vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) upon 60 days' written notice to the
Sponsor and by the Sponsor upon 60 days' written notice to the Trust.
If the foregoing correctly sets forth the agreement between the Trust
and the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By: /S/ XXXXXX X. XXXXXXXX
Accepted:
Signature Broker-Dealer
Services, Inc.
By: /S/ XXXXXX X. XXXXXXXX
XX0000X
